Common use of Registration on Form F-3 Clause in Contracts

Registration on Form F-3. (1) Subject to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series A Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (2) Subject to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Shareholders Agreement Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request.

Registration on Form F-3. Baan hereby agrees that, subject to Section 4.6 below, on or before Decexxxx 0, 0000, Xxxx xxxl file a registration statement to register all of the Baan Shares issued to Shareholder (1including the Escrow Shares) Subject pursuant to the terms of this Merger Agreement, use its best efforts to have such registration statement become and remain effective from time the day before the lapse of the restrictions on resale of Parent Common Shares imposed by qualifying the Merger for pooling-of-interests accounting treatment pursuant to time SEC Accounting Series Release Nos. 130 and at any time after April 28, 2005, Holders holding any Series A Registrable Securities may request 135 ("ASR 130 and 135") until the Company first annual anniversary of the date of the Reorganization Agreement or until Shareholder has informed Baan in writing that the distribution of such securities has been completed; provided, however, that, Shareholder agrees, by acquisition of the Baan Shares, that: (a) Upon receipt of any notice from Baan of (i) the happening of any event which makes any statements made in the registration statement or related prospectus filed pursuant to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3this Section 4, or any comparable form for Registration documents incorporated or deemed to be incorporated therein by reference, untrue in a jurisdiction other than any material respect or which requires the United States) for a public offering making of Registrable Securities for which any changes in such registration statement or prospectus so that, in the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt case of such registration statement it will not contain any untrue statement of a request, material fact or omit to state any material fact required to be stated therein or necessary to make the Company shall (i) promptlystatements therein not misleading, and that in any event within ten (10) Business Days after receipt of such written request, give written notice the case of the proposed Registration prospectus, it will not contain any untrue statement of a material fact or omit to all other Holders and state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) use best efforts to causethat, as soon as practicable, the Registrable Securities specified in the requestjudgment of Baan's Board of Directors, together it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments, public filings with any Registrable Securities the Commission or that there exists material nonpublic information about Baan that the Board of any Holder who requests Directors, acting in writing good faith, determines not to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (2) Subject to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Shareholders Agreement Registration disclose in a jurisdiction other than the United States) registration statement, then Shareholder will forthwith discontinue, for a public offering of Registrable Securities for which the reasonably anticipated aggregate price period not to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days (and one hundred twenty (120) days in the aggregate), disposition of such Baan Shares covered by such registration statement or prospectus until it is advised in writing by Baan that use of the receipt applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. Baan shall use its reasonable efforts to insure that the use of the prospectus may be resumed as soon as practicable. (b) Shareholder shall provide all such information and materials to Baan and take all such action as may be required in order to permit Baan to comply with all applicable requirements of the Commission and to obtain any desired acceleration of the effective date of such requestregistration statement. Such provision of information and materials is a condition precedent to the obligations of Baan pursuant to this Agreement. The offerings made pursuant to such registration shall not be underwritten. (c) Shareholder shall abide by Baan's internal insixxx xxxxxxx xxxicy as in effect from time to time, cause if and to the Registrable Securities specified in extent Shareholder is an employee or consultant of Baan or the request, together with any Registrable Securities Company and subject to such policy at the time of any Holder who requests securities transaction by Shareholder, including (if applicable) the restrictions under such policy against a transaction in writing to join Baan Shares during the "blackout" periods commencing on the first day of the last month of each fiscal quarter and continuing until 48 hours after Baan has publicly announced its results of operations for such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably requestfiscal quarter.

Registration on Form F-3. (1a) Subject In addition to the terms rights provided in Section 3.4, provided that at least nine (9) months have elapsed since the most recent registration in which the shareholder seeking to make a request under this Section 3.6 was entitled to request that any of this Agreementits Registrable Securities be included therein, from time to time and if at any time after April 28, 2005, Holders holding (i) any Series A holder or holders of the Registrable Securities may request that the Company in writing to file a Registration Statement registration statement on Form F-3 or Form S-3 (any comparable or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) thereto for a public offering of all or any portion of the shares of Registrable Securities for which held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would not be less than exceed US$1,000,000 15,000,000 (in case of an underwritten offering) or $5,000,000 (in case of a non-underwritten offering), and for which (ii) the Company is a registrant entitled to use Form F-3, Form S-3 F-3 or a any comparable or successor form thereto to register the requested Registrable Securities. Upon receipt of such a requestshares, then the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use its best efforts to causeregister under the Securities Act on Form F-3 or any comparable or successor form thereto, as soon as practicablefor public sale in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the requestCompany is required by this Section 3.6 to use its best efforts to effect the registration of Registrable Securities, together each of the procedures and requirements of Section 3.4 (with any all holders of Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written noticebeing treated equally), to be Registered and/or qualified for sale and distribution including but not limited to the public requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to such jurisdictions registration, provided, however, that except as provided above, there shall be no limitation on the Initiating Holders number of registrations on Form F-3 which may reasonably requestbe requested and obtained under this Section 3.6. (2b) Subject The Company shall use its best efforts to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement qualify for registration on Form F-3 or Form S-3 (any comparable or any successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Ordinary Shares under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form F-3 or Form S-3, F-1 or any comparable form for Shareholders Agreement Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably requestsuccessor form. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request.

Registration on Form F-3. (1) Subject to To the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series A Registrable Securities may request extent the Company in writing is able to file with the Commission a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable if applicable) and which form shall be available for Registration in a jurisdiction other than the United States) for a public offering resale by the Holders of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested all of their Registrable Securities. Upon receipt of such a request, and the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice use its commercially reasonable efforts to make the initial filing of the proposed Registration to all other Holders and Statement no later than the Registration Filing Date, (ii) use best its commercially reasonable efforts to cause, cause such Registration Statement to be declared effective as soon as practicable, practicable after it is filed and (iii) use its commercially reasonable efforts to keep such Registration Statement effective until the earlier of: (i) for a period of 2 years commencing on the SEC Effective Date or (ii) the date on which the Holders shall have sold all of the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join covered by such Registration within twenty Statement (20) days after the Company's delivery of written notice“Effectiveness Period”); provided, however, that the Company shall not be obligated to be Registered and/or qualified for sale and distribution effect any such registration, qualification or compliance pursuant to the public in this Section, or keep such jurisdictions as the Initiating Holders may reasonably request. (2) Subject registration effective pursuant to the terms of this Agreementhereunder, from time to time and at in any time after April 28, 2005, Holders holding any Series B Registrable Securities may request particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in writing securities under the securities laws of such jurisdiction or to file execute a Registration Statement on Form F-3 general consent to service of process in effecting such registration, qualification or Form S-3 compliance, in each case where it has not already done so. Notwithstanding the foregoing, in the event that the staff of the Commission (or any successor form to Form F-3 or Form S-3, or any comparable form for Shareholders Agreement Registration in a jurisdiction other than the United States“Staff”) for a public offering should limit the number of Registrable Securities for which the reasonably anticipated aggregate price that may be sold pursuant to the public would not be less than US$1,000,000 and for which Registration Statement, the Company is entitled to use Form F-3may remove from the Registration Statement such number of Registrable Securities as specified by the Staff on behalf of all of the Holders, Form S-3 or first on a comparable form to register pro rata basis among Holders of Non- Subscribers Securities, based on the requested Registrable Securities. Upon receipt number of Non-Subscribers Securities held by each Holder of such a requestNon-Subscribes Securities at the time the Registration Statement covering such initial number of Non-Subscribers Securities or increase thereof is declared effective by the SEC. In such event, the Company shall (i) promptlygive such applicable Holders, and in any event within ten (10) Business Days after receipt of such written request, give written a notice of the proposed Registration number of Registrable Securities excluded therefrom. Without limiting Section 3(b), no liquidated damages shall accrue or be payable to all other any Holder pursuant to Section 3(b) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; second on a pro rata basis among Holders and (ii) use best efforts to cause, as soon as practicable, of the Registrable Securities specified issued or issuable upon exercise of the Placement Agent Warrants, based on the number of such Registrable Securities held by each Holder at the time the Registration Statement covering such initial number of Securities issued or issuable upon exercise of the Placement Agent Warrants or increase thereof is declared effective by the SEC; and third on a pro rata basis among Holders of the Participating Subscribers Registrable Securities (excluding any Ordinary Shares held by such Holders underlying the Placement Agent Warrants) based on the number of Participating Subscribers Registrable Securities (excluding any Ordinary Shares held by such Holders underlying the Placement Agent Warrants) held by each Holder, as applicable, at the time the Registration Statement covering such initial number of Participating Subscribers Registrable Securities (excluding any Ordinary Shares held by such Holders underlying the Placement Agent Warrants) or increase thereof is declared effective by the SEC. No Ordinary Shares or other securities of the Company other than Registrable Securities will be included in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably requestStatement. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request.

Registration on Form F-3. (1a) Subject In addition to the terms rights provided in Sections 3.3 and 3.4, provided that at least nine (9) months have elapsed since the most recent registration in which the shareholder seeking to make a request under this Section 3.6 was entitled to request that any of this Agreementits Registrable Securities be included therein, from time to time and if at any time after April 28, 2005, Holders holding (i) any Series A holder or holders of the Registrable Securities may request that the Company in writing to file a Registration Statement registration statement on Form F-3 or Form S-3 (any comparable or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) thereto for a public offering of all or any portion of the shares of Registrable Securities for which held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would not be less than exceed US$1,000,000 5,000,000, and for which (ii) the Company is a registrant entitled to use Form F-3, Form S-3 F-3 or a any comparable or successor form thereto to register the requested Registrable Securities. Upon receipt of such a requestshares, then the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use its best efforts to causeregister under the Securities Act on Form F-3 or any comparable or successor form thereto, as soon as practicablefor public sale in accordance with the method of disposition specified in such notice, the number of Registrable Securities specified in such notice. Whenever the requestCompany is required by this Section 3.6 to use its best efforts to effect the registration of Registrable Securities, together each of the procedures and requirements of Section 3.3 and 3.4 (with any all holders of Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written noticebeing treated equally), to be Registered and/or qualified for sale and distribution including but not limited to the public requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to such jurisdictions registration, PROVIDED, HOWEVER, that except as provided above, there shall be no limitation on the Initiating Holders number of registrations on Form F-3 which may reasonably requestbe requested and obtained under this Section 3.6. (2b) Subject The Company shall use its best efforts to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement qualify for registration on Form F-3 or Form S-3 (any comparable or any successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Ordinary Shares under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form F-3 or Form S-3, F-1 or any comparable form for Shareholders Agreement Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably requestsuccessor form. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request.

Registration on Form F-3. (1a) Subject In addition to the terms rights provided in Section 3.4, provided that at least nine (9) months have elapsed since the most recent registration in which the shareholder seeking to make a request under this Section 3.6 was entitled to request that any of this Agreementits Registrable Securities be included therein, from time to time and if at any time after April 28, 2005, Holders holding (i) any Series A holder or holders of the Registrable Securities may request that the Company in writing to file a Registration Statement registration statement on Form F-3 or Form S-3 (any comparable or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) thereto for a public offering of all or any portion of the shares of Registrable Securities for which held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would not exceed US$15,000,000 (in case of an underwritten offering) or $5,000,000 (in case of a non-underwritten offering) (except if the request is being made pursuant to any exercise of a Lending Institution’s rights or remedies, including, without limitation, a foreclosure proceeding, in which event the thresholds set forth in this Section shall be less than US$1,000,000 $3,000,000 and for which $1,000,000, respectively), and (ii) the Company is a registrant entitled to use Form F-3, Form S-3 F-3 or a any comparable or successor form thereto to register such shares, then the requested Company shall use its commercially reasonable efforts to register under the Securities Act on Form F-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of Registrable SecuritiesSecurities specified in such notice. Upon receipt At the request of the holder or holders requesting such registration on Form F-3 (or comparable or successor form), such registration statement shall be a request“shelf” registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 or any successor rule under the Securities Act (the “Shelf Registration Statement"). (b) Notwithstanding the foregoing, the Company shall not be obligated to effect any registration pursuant to this Section 3.6, (i) promptly, and in if Form F-3 or any event within ten (10) Business Days after receipt of comparable or successor form is not available for such written request, give written notice of offering by the proposed Registration to all other Holders and holders requesting such registration; (ii) use best efforts if the Company shall furnish to causethe holders requesting such registration a certificate signed by the President and/or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be detrimental to the Company or its shareholders for such registration statement to be effected at such time, as soon as practicable, in which event the Company shall have the right to delay the 180-day period to register the Registrable Securities specified referenced in the requestSection 3.4(b) by not more than ninety (90) days; provided, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written noticehowever, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (2) Subject to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Shareholders Agreement Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, that the Company shall (i) promptly, and not utilize this right more than once in any event within ten twelve (1012) Business Days after receipt of such written request, give written notice of month period; (iii) during the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within period starting sixty (60) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing prior to join such Registration within twenty (20) days after the Company's delivery estimated date of written noticefiling of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; or (iv) in any particular jurisdiction in which the Company would be Registered required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Whenever the Company is required by this Section 3.6 to use its commercially reasonable efforts to effect the registration of Registrable Securities, each of the procedures and qualified requirements of Section 3.4 (with all holders of Registrable Securities being treated equally), including but not limited to the requirement that the Company notify all holders of Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering, shall apply to such registration, provided, however, that except as provided above, there shall be no limitation on the number of registrations on Form F-3 which may be requested and obtained under this Section 3.6. (d) The Company shall use its commercially reasonable efforts to qualify for sale registration on Form F-3 or any comparable or successor form or forms; and distribution to that end the Company shall register (whether or not required by law to do so) the Ordinary Shares under the Exchange Act in such jurisdictions as accordance with the Initiating Holders may reasonably requestprovisions of that Act following the effective date of the first registration of any securities of the Company on Form F-1 or any comparable or successor form.

Registration on Form F-3. (1a) The Company shall use its best efforts to qualify for registration on Form F-3, in any event no later than the conclusion of 12 calendar months following the closing of the Qualified IPO. (b) Subject to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series A Registrable Securities may request if the Company in writing qualifies for Registration on Form F-3, any Registrable Holder may make a written request (a “Shelf Notice”) to the Company to file with the SEC a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3a “Shelf Registration”), or any comparable form for Registration in a jurisdiction other than provided that the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate gross offering price pursuant to the public would not such Shelf Registration shall be no less than US$1,000,000 5.0 million, including without limitation any registration statement filed under the Securities Act providing for the registration of, and for which the Company is entitled to use Form F-3, Form S-3 sale on a continuous or a comparable form delayed basis by the Registrable Holders of, all of the Registrable Shares pursuant to register Rule 415 under the requested Securities Act and/or any similar rule that may be adopted by the SEC. The Shelf Notice shall specify the aggregate amount of Registrable Securities. Upon receipt Shares of such the Registrable Holder to be registered therein and the intended methods of distribution thereof. (c) Following the delivery of a requestShelf Notice, the Company shall (i) promptlyuse its best efforts to promptly file with the SEC a Registration Statement relating to such Shelf Registration, and in any event within ten (10i) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after following the Company's delivery of written noticesuch Shelf Notice if it is not required or desirable to include additional financial statements in the Shelf Registration Statement; or ii) within sixty (60) days following the delivery of such Shelf Notice if it is required or desirable to include, and the Company in facts includes, additional financial statements in the Shelf Registration Statement, and use its best efforts to cause the Registrable Shares specified in the Shelf Notice to be Registered and/or qualified for sale and distribution to by the public in such jurisdictions as the Initiating Holders may reasonably request. (2) Subject to the terms of this Agreement, Registrable Holder from time to time in accordance with the methods of distribution elected by such Registrable Holder and at any time after April 28set forth in the Shelf Registration Statement, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Shareholders Agreement Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would not be less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event i) within ten (10) Business Days after receipt days following the delivery of such written request, give written notice of Shelf Notice if the proposed SEC staff declares that it will not review the Shelf Registration to all other Holders and (Statement; or ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (3) Subject to the terms of this Agreement, from time to time and at any time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days following the delivery of such Shelf Notice if the SEC staff reviews the Shelf Registration Statement. Such Shelf Registration Statement shall be an automatic Shelf Registration Statement if the Company qualifies at such time to file such a Shelf Registration Statement. (d) The Company shall use its best efforts to keep any Shelf Registration Statement filed pursuant to clause 2.2 continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable in connection with any Shelf Take-Down until the earliest of (i) the date as of which all Registrable Shares have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the receipt Securities Act and Rule 174 thereunder) or otherwise cease to be Registrable Shares; (ii) the termination of this Agreement; and (iii) such request, cause shorter period as the Registrable Securities specified Holder shall agree in writing. (e) The Company shall be obligated to consummate no more than two (2) Shelf Registrations initiated by the requestRegistrable Holder that have been declared effective pursuant to clause 2.2. For the avoidance of doubt, together with if a Shelf Registration is terminated or withdrawn prior to being declared effective by the SEC for any reasons other than the Registrable Securities of Holder’s voluntary withdrawal from the Registration (excluding any Holder who requests in writing withdrawal made pursuant to join clause 2.4), such Registration within twenty shall not be deemed to constitute one Shelf Registration under this this subclause (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably requeste).

Registration on Form F-3. (1) Subject to the terms of this Agreement, from time to time and If at any time after April 28, 2005, the 90th day following the closing of the Note Purchase Agreement (i) the Initiating Holders holding any Series A Registrable Securities may request that the Company in writing to file a Registration Statement registration statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) thereto for a public offering of all or any portion of the shares of Registrable Shares held by such Initiating Holders, and (ii) the Company is a registrant entitled to use Form F-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form F-3 or any successor thereto, for which public sale in accordance with the reasonably anticipated aggregate price method of disposition specified in such notice, the number of Registrable Shares specified in such notice. Whenever the Company is required by this Section 4 to use its reasonable best efforts to effect the registration of Registrable Shares, each of the procedures and requirements of Section 2 (including but not limited to the public would requirement that the Company notify all holders of Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. The number of registrations on Form F-3 which may be requested by the Initiating Holders and obtained under this Section 4 shall be unlimited, provided, however, that the Company shall not be less obligated to effect a registration pursuant to this Section 4 (a) more than US$1,000,000 and for which once every 4 (four) months commencing on such date as the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (2) Subject to the terms of this Agreement, from time to time and at any time after April 28, 2005, Holders holding any Series B Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form thereto to Form F-3 or Form S-3, or any comparable form for Shareholders Agreement Registration in a jurisdiction other than register such shares; (b) if the United States) for a public offering holders of Registrable Securities for which the reasonably anticipated Shares propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public would not be (net of any underwriters' discounts or commissions) of less than US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 $2,500,000; or a comparable form to register the requested Registrable Securities. Upon receipt of such a request, (c) if the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration furnish to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. (3) Subject a certificate signed by the President of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the terms of this Agreement, from time Company and its shareholders for such Form F-3 registration to time and be effected at any such time, Holders holding any Series C Registrable Securities may request the Company in writing to file a Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form S-3, or any comparable form for Registration in a jurisdiction other than the United States) for a public offering of Registrable Securities for which the reasonably anticipated aggregate price to the public would exceed US$1,000,000 and for which the Company is entitled to use Form F-3, Form S-3 or a comparable form to register the requested Registrable Securities. Upon receipt of such a request event the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice have the right to defer the filing of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within Form F-3 registration statement for a period of not more than sixty (60) days after receipt of the receipt request of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably requestunder this Section 4; provided, however, that the Company shall not utilize this right more than once in any twelve-month period. In the event that any registration pursuant to this Section 4 is, in whole or in part, an underwritten public offering of Ordinary Shares, the number of shares to be included in such an underwriting will be allocated, first, to the holders of Registrable Shares (pro rata based on the number of Registrable Shares), second, to the Company, and third, to other shareholders, but such allocation shall only be made if and to the extent that the managing underwriter shall be of the opinion that the inclusion of such shares in the underwriting would not adversely affect the marketing of the securities to be sold therein.