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 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 thirty percent (30%) or more of the voting power of the then outstanding Registrable Securities held by all Holders are entitled to request in writing that the Company effect a Registration for at least twenty percent (20%) of 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 Holders. 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 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 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 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, Holder(s) holding at 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 thirty percent (30%) least 10% or more of the voting power of the then issued and outstanding Registrable Securities (on an as-converted basis) held by all Holders are entitled to 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 twenty percent (20%) 25% of the then outstanding their 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 HoldersHolder(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 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 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 not 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 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 2.12.1 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 earlier of (i) the fourth (4th) anniversary of the Closing Date or (ii) the date that is six (6) months after the closing consummation of a Qualified IPO or an the IPO, or (ii) the date that the lock-up by underwriters is partially or wholly released, Holders holding thirty twenty-five percent (3025%) or more of the voting power of the then outstanding Registrable Securities held by all Holders are entitled to may request in writing that the Company effect a Registration for at least twenty percent (20%) of 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 Holders. Upon receipt of such a request, the Company shall (x) 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 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 consummate (i) no more than two three (23) Registrations initiated by Holders holding 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 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.. Shareholders Agreement

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 a Qualified IPO or an the IPO, or (iiHolder(s) the date that the lock-up by underwriters is partially or wholly released, Holders holding thirty percent (30%) or more at least 20% of the voting power of the then outstanding Registrable Securities held by all Holders are entitled to (the “Initiating Holders”) may request in writing that the Company effect a Registration for at least twenty percent (20%) 25% of the then outstanding their 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 5,000,000) on any internationally recognized exchange that is reasonably acceptable to such requesting HoldersHolder(s). Upon receipt of such a request, the Company shall (x) 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 reasonable 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 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 Notwithstanding the foregoing, the Company shall not be obligated to effect more than two (2) Registrations pursuant to this Section 2.1 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 of this Exhibit 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 2.12.1 of this Exhibit.

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 date that is six (6) months after the closing of a Qualified IPO or an the IPO, or (ii) the date that the lock-up by underwriters is partially or wholly released, Holders holding thirty twenty percent (3020%) or more of the voting power of the then outstanding Registrable Securities held by all Holders are entitled to may request in writing that the Company effect a Registration for at least twenty percent (20%) of the then outstanding Registrable Securities held by all Holders (together with the Registrable Securities which the other Holders elect to include having an anticipated aggregate offering price, net of underwriting discounts and commissions, in such Registration) or any lesser percentage if the anticipated gross receipts from the offering exceed excess of US$20,000,000 on any internationally recognized exchange that is reasonably acceptable to such requesting Holders100,000,000. Upon receipt of such a request, the Company shall (x) promptly (but in no event more than three (3) 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 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 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. 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 2.12.2.

Registration Other Than on Form. F-3 or Form F-3/S-3. . (a) Subject to the terms of this Agreement, if, at any time or from time to time after the earlier of Company’s first IPO (i) the date that is but not within six (6) months after the closing effective date of a Qualified IPO or an registration relating to the Company’s first IPO, or (ii) the date that the lock-up by underwriters is partially or wholly released), Holders holding thirty fifteen percent (3015%) or more of the voting power Class A Common Shares issued or issuable upon conversion of the then outstanding Registrable Securities held by all Holders are entitled to may request in writing that the Company effect file a Registration for Statement covering at least twenty fifteen percent (2015%) of the then outstanding Class A Common Shares issued or issuable upon conversion of the Registrable Securities held by all such 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 aggregate offering would exceed US$20,000,000 on any internationally recognized exchange that is reasonably acceptable to such requesting Holders. 15,000,000). (b) Upon receipt of such a request, the Company shall (xi) promptly give written notice of the proposed Registration to all other Holders and (yii) as soon as practicable, use its reasonable best efforts to and in any event within ninety (90) 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 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. The Company shall not be obligated to effect no more than two three (23) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; 6.1, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 6.1 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 2.16.1.

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) the date that is six three (63) months years after the closing of a Qualified IPO or an IPOAugust 29, 2014 or (ii) the date that is one hundred and eighty (180) days after the lock-up by underwriters is partially or wholly releasedclosing of the IPO, Holders holding thirty ten percent (30%) or 10%)or more of the voting power of the then outstanding Registrable Securities held by all Holders are entitled to request in writing that the Company effect a Registration for at least twenty percent (20%) of the then outstanding each Initiating Holder’s Registrable Securities held by all Holders or any lesser percentage of each Initiating Holder’s Registrable Securities if the anticipated gross receipts from the offering (together with of the Registrable Securities which that the Initiating Holders and 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 5,000,000 on any internationally recognized exchange that is reasonably acceptable to such requesting Holders. 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 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 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 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.