Common use of Registration Other Than on Form Clause in Contracts

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, Holder(s) holding at least 10% or more of the issued and outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares) may request in writing that the Company effect a Registration for at least 25% of their Registrable Securities on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Company shall (x) within ten (10) Business Days of the receipt of such written request give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its best efforts to 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 fifteen (15) days after receipt of the such written request, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to effect no more than three (3) Registrations pursuant to Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 hereof is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1 hereof.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, Holder(sat any time or from time to time after the earlier of (i) the fourth (4th) anniversary of the Closing Date or (ii) the date that is six (6) months after the consummation of the IPO, Holders holding at least 10% twenty-five percent (25%) or more of the issued and voting power of the then outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares) all Holders may request in writing that the Company effect a Registration for at least 25% of their Registrable Securities (together with the Registrable Securities which the other Holders elect to include in such Registration) on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s)Holders. Upon receipt of such a request, the Company shall (x) within ten (10) Business Days of the receipt of such written request promptly give written notice of the proposed Registration to all other Holders of Registrable Securities and (y) as soon as practicable, use its reasonable best efforts to 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 fifteen (15) days after receipt the Company’s delivery of the such written requestnotice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to effect consummate (i) no more than three (3) Registrations initiated by Holders holding pursuant to this Section 2.1 hereof that have been declared and ordered effective; , provided that if the sale of all of the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 hereof is are not consummated fully included in the Registration for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1 hereof.2.1. Shareholders Agreement

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, Holder(sat any time or from time to time after the earlier of (i) the date that is six (6) months after the closing of a Qualified IPO or an IPO, or (ii) the date that the lock-up by underwriters is partially or wholly released, Holders holding at least 10% thirty percent (30%) or more of the issued and voting power of the then outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares) may all Holders are entitled to request in writing that the Company effect a Registration for at least 25% twenty percent (20%) of their the then outstanding Registrable Securities held by all Holders (together with the Registrable Securities which the other Holders elect to include in such Registration) or any lesser percentage if the anticipated gross receipts from the offering exceed US$20,000,000 on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s)Holders. Upon receipt of such a request, the Company shall (x) within ten (10) Business Days of the receipt of such written request promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to 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 fifteen (15) days after receipt the Company’s delivery of the such written requestnotice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall not be obligated to effect no more than three two (32) Registrations pursuant to this Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 hereof is not consummated for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1 hereof2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, Holder(sat any time or from time to time after the earlier date of (i) the closing of the Qualified IPO, or (ii) the fifth (5th) anniversary of the Preferred Share Issue Date, Holders holding at least 10% fifteen percent (15%) or more of the issued and voting power of the then outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares) all Holders may request in writing that the Company effect a Registration for at least 25% of their Registrable Securities on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s)Securities. Upon receipt of such a request, the Company shall (xi) within ten (10) Business Days of the receipt of such written request promptly give written notice of the proposed Registration to all other Holders Holders, and (yii) as soon as practicable, use its reasonable best efforts to 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 fifteen (15) days after receipt the Company’s delivery of the such written requestnotice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to effect consummate no more than three (3) Registrations pursuant to this Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 hereof is are not consummated fully included in the Registration for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registrationreason, such Registration shall not be deemed to constitute one (1) of the Registration rights granted pursuant to this Section 2.1 hereof2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, Holder(sat any time or from time to time after the earlier of (i) the date that is three (3) years after August 29, 2014 or (ii) the date that is one hundred and eighty (180) days after the closing of the IPO, Holders holding at least 10% or ten percent (10%)or more of the issued and voting power of the then outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares) may all Holders are entitled to request in writing that the Company effect a Registration for at least 25% of their each Initiating Holder’s Registrable Securities or any lesser percentage of each Initiating Holder’s Registrable Securities if the anticipated gross receipts from the offering (of the Registrable Securities that the Initiating Holders and other Holders elect to include in such Registration) exceed US$5,000,000 on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s)Holders. Upon receipt of such a request, the Company shall (x) within ten (10) Business Days of the receipt of such written request promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to 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 fifteen (15) days after receipt the Company’s delivery of the such written requestnotice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall not be obligated to effect no more than three (3) Registrations pursuant to this Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 hereof is not consummated for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1 hereof2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, Holder(sat any time or from time to time after the earlier of (i) the date that is six (6) months after the closing of the IPO, or the date that the lock-up by underwriters is partially or wholly released, Holders holding at least 10% twenty percent (20%) or more of the issued and voting power of the then outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares) all Holders may request in writing that the Company effect a Registration for at least 25% of their Registrable Securities on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s)having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$100,000,000. Upon receipt of such a request, the Company shall (x) within ten promptly (10but in no event more than three (3) Business Days of the receipt of such written request business days thereafter) give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to 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 fifteen (15) days after receipt the Company’s delivery of the such written requestnotice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to effect no more than three (3) Registrations pursuant to this Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 hereof is not consummated, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1. 14 Shareholders’ Agreement 2.2 Registration on Form F-3 or Form S-3. The Company shall use its best efforts to qualify for registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), any Holder(s) may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including without limitation any shelf registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (a “Shelf Registration Statement”). Upon receipt of such a request, the Company shall (i) promptly (but in no event more than three (3) business days thereafter) give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its reasonable best efforts to 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 fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. The Company shall be obligated to effect no more than two (2) Registrations that have been declared and ordered effective within any twelve (12)-month period pursuant to this Section 2.2; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.2 is not consummated pursuant to Section 2.4 or for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1 hereof2.2.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the earlier of (i) the third (3rd) anniversary of the date of the Initial Closing or (ii) the date that is six (6) months after the closing of the IPO, Holder(s) holding at least 1020% or more of the issued and outstanding Registrable Securities (on an as-converted basis) held by the Preferred Shareholders, the Class D Ordinary Shareholder, the Class C Ordinary Shareholders or the Class B Ordinary Shareholders (excluding those Registrable Securities issued upon conversion of any series of Equity Securities other than the Preferred Shares, the Class D Ordinary Shareholders, the Class C Ordinary Shares or the Class B Ordinary Shares“Initiating Holders”) may request in writing that the Company effect a Registration for at least 25% of their Registrable Securities (or any lesser percentage if the anticipated gross receipts from the offering exceed US$5,000,000) on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Company shall (x) within ten (10) Business Days of the receipt of such written request promptly give written notice of the proposed Registration to all other Holders (and, if the FF Investor is a Holder, to the FF Beneficial Investor) and (y) as soon as practicable, use its reasonably best efforts to 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 fifteen (15) days after receipt the Company’s delivery of the such written requestnotice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Notwithstanding the foregoing, the Company shall not be obligated to effect no more than three two (32) Registrations pursuant to this Section 2.1 hereof of this Exhibit that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 hereof of this Exhibit is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1 hereofof this Exhibit.