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, at any time or from time to time after the date that is six (6) months after the closing of the IPO, Holders holding thirty percent (30%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$15,000,000. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its commercially reasonable 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/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 two (2) Registrations pursuant to this Section 2.1 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 is not consummated, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for any reason a Registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) is not available to the Company at any the time or from time to time after a Registration Request is made under Section 2.1, the date that is six (6) months after the closing of the IPO, Holders holding thirty percent (30%) or more of the voting power of the then outstanding Registrable Securities held by all Initiating Holders may request the Company in writing that to effect the Company effect a Registration of at least fifteen percent (15%) of their Registrable Securities having an (or any lesser percentage if the anticipated aggregate gross proceeds from such offering price, net of underwriting discounts and commissions, in excess of exceed US$15,000,0005,000,000). Upon receipt of such a request, the Company shall (xa) promptly give written notice of the proposed Registration to all other Holders and (yb) as soon as practicable, use its commercially reasonable 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/or qualified for sale and distribution in such jurisdiction jurisdictions as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if 2.2 (it being the sale of all understanding of the Registrable Securities sought to be included pursuant to Parties that a request given under this Section 2.1 is not consummated, such Registration 2.2 shall not be deemed to constitute one have been effected for purposes of the Registration rights granted pursuant to this Section 2.1foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request).

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 date that is earlier of (i) the fourth (4th) anniversary of the Closing Date or (ii) six (6) months after following the closing of the Company’s IPO, Holders Holder(s) holding thirty percent (30%) at least 10% or more of the voting power of the then issued and outstanding Registrable Securities held by all Holders (on an as-converted basis) may request in writing that the Company effect a Registration of Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$15,000,000on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Company shall (x) promptly 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 commercially 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 twenty (1520) days after receipt of the Company’s delivery of such written noticerequest, 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 two three (23) 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 consummatedconsummated 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 2.12.1 hereof.

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 date that is six (6) months after the closing of the IPO, Holders holding thirty percent ten (3010%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$15,000,000Registration. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its commercially 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/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 two three (23) Registrations pursuant to this Section 2.1 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 is are not consummatedfully 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.

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) May 27, 2023, and (ii) the date that is six (6) months after the closing of the IPO, the Holders holding thirty ten percent (3010%) or more of the voting power of the then outstanding Registrable Securities held by all the Holders may request in writing that the Company effect a Registration of the Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$15,000,000Securities. Upon receipt of such a request, the Company shall (xi) promptly give written notice of the proposed Registration to all the other Holders Holders, and (yii) as soon as practicable, use its commercially 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 Business Days after the Company’s delivery of written notice, 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 two three (23) Registrations pursuant to this Section 2.1 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 is not consummated, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

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 earlier of (i) the date that is six fourth (64th) months after anniversary of October 1, 2018, or (ii) the closing completion of the a Qualified IPO, Holders holding thirty twenty percent (3020%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may are entitled to request in writing that the Company effect a Registration for any or all of Initiating Holder’s Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$15,000,000Securities. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its commercially 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/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 two (2) Registrations pursuant to this Section 2.1 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 is not consummatedconsummated solely due to the action or inaction of the Company, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

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 date that is six (6) months after the closing of the IPO, Holders holding thirty ten percent (3010%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of US$15,000,000$10,000,000. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its commercially 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/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 two (2) Registrations pursuant to this Section 2.1 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 is not consummated, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.