Common use of Registration Under the 1933 Act Clause in Contracts

Registration Under the 1933 Act. (a) As promptly as reasonably possible, the Company shall prepare and file with the SEC the Shelf Registration Statement relating to all of the Registrable Shares. The Company shall use its commercially reasonable efforts to (i) cause such Shelf Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than March 16, 1999 and (ii) keep such Shelf Registration Statement effective until the earlier of (A) the sale by the Holders of all the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three years after the date the Shelf Registration Statement is declared effective; provided, however, that no Holders shall be entitled to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of the Shelf Registration Statement is suspended, the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension period. The Company further agrees to supplement or amend the Shelf Registration Statement as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SEC, and to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. The Company agrees to furnish to the Holders of Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Registration Under the 1933 Act. (a) As promptly as reasonably possible, The Company and the Company Guarantors shall prepare and use commercially reasonable efforts to file with the SEC the a Shelf Registration Statement relating to under the 1933 Act within 270 days following the first issuance of Exchange Notes (the “Issue Date”) providing for the sale by the Holders who have provided the information required by Section 3(p) of all of the Registrable SharesSecurities held by such Holders. The Company shall and the Guarantors agree to use its their commercially reasonable efforts to (i) cause such Shelf Registration Statement to be declared become effective by as promptly as possible after the SEC at the earliest practicable timefiling thereof, but in no event later than March 16365 days after the Issue Date (the “Effectiveness Date”), 1999 and (ii) thereafter to keep such Shelf Registration Statement it continuously effective until for the earlier period that will terminate upon the earliest of (A) the sale time when the Registrable Securities covered by the Holders of all the Registrable Shares relating to such Shelf Registration StatementStatement can be sold pursuant to Rule 144 under the 1933 Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) one year from the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or Issue Date, (C) three years after the date on which all Registrable Securities registered thereunder are disposed of in accordance therewith and (D) the Shelf Registration Statement is declared effective; provided, however, that date on which no Holders shall be entitled to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of the Shelf Registration Statement is suspended, the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodSecurities or Loans are outstanding. The Company and the Guarantors further agrees agree to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration registrations or if reasonably and timely requested by a Holder with respect to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SEC, and to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafterthereafter practicable, provided that the Company and the Guarantors shall not be required to amend the Shelf Registration Statement to add additional Holders more than once per fiscal quarter. The Company agrees and the Guarantors agree to furnish to the Holders of Registrable Shares Securities copies of any such supplement or amendment promptly after its being used filing such supplement or amendment with the SEC, provided, that the Company and the Guarantors shall not be required to provide such Holder with copies of Forms 10-K, 10-Q, 8-K and other reports filed with the SEC.

Registration Under the 1933 Act. (a) As promptly as reasonably possible, the The Company shall prepare prepare, and file not laxxx xxxx 180 days following the date of original issuance of the Preferred Stock, shall use its reasonable best efforts to cause to be filed with the SEC the SEC, a Shelf Registration Statement relating to all of the Registrable Shares. The Company shall use its commercially reasonable efforts to (i) cause such Shelf Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than March 16, 1999 and (ii) keep such Shelf Registration Statement effective until the earlier of (A) providing for the sale by the Holders of all of the Registrable Shares relating Securities. The Company shall use its reasonable best efforts to such have the Shelf Registration Statement, (B) Statement declared effective by the SEC on or prior to the date upon which that is 210 days after the Registrable Shares may be sold without registration under date of original issuance of the Preferred Stock. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of the expiration of the period referred to in Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) with respect to the Registrable Securities or (C) three two years after the issue date of the Preferred Stock or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement is declared effective; provided, however, that no Holders shall be entitled have been sold pursuant to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of the Shelf Registration Statement is suspended, the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodStatement. The Company further agrees to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, the Company agrees Holder and required by applicable law to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SECbe included therein, and to use its commercially reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon thereafter as practicable thereafterpracticable. The Company agrees to furnish to the Holders of Registrable Shares Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Registration Under the 1933 Act. (a) As promptly as reasonably possibleThe Company and the Trust shall prepxxx, xxx not later than 90 days following the Company date of original issuance of the Trust Preferred Securities, shall prepare and file use its reasonable best efforts to cause to be filed with the SEC SEC, a Shelf Registration Statement. The Company and the Trust shall use their reasonable best efforts to have the Shelf Registration Statement relating to all of the Registrable Shares. The Company shall use its commercially reasonable efforts to (i) cause such Shelf Registration Statement to be declared effective by the SEC at on or prior to the earliest practicable time, but in no event later than March 16, 1999 date that is 180 days after the date of original issuance of the Trust Preferred Securities. The Company and (ii) the Trust agree to use their reasonable best efforts to keep such the Shelf Registration Statement continuously effective until the earlier of (A) the sale by expiration of the Holders of all the Registrable Shares relating period referred to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under in Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) with respect to the Registrable Securities or (C) three two years after the issue date of the Trust Preferred Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement is declared effective; provided, however, that no Holders shall be entitled have been sold pursuant to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of the Shelf Registration Statement is suspended, the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodStatement. The Company and the Trust further agrees agree to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Trust for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, the Company agrees Holder and required by applicable law to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SECbe included therein, and to use its commercially their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon thereafter as practicable thereafterpracticable. The Company agrees and the Trust agree to furnish to the Holders of Registrable Shares Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Registration Under the 1933 Act. Buyer agrees that it shall immediately register the Stock Portion of the Purchase Price with the United States Securities and Exchange Commission ("SEC") pursuant to the 1933 Act, at its own expense on a Form F-2 or other appropriate form (the "Registration Statement") and shall use reasonable efforts to keep the Registration Statement current and effective through December 31, 2003. Buyer further agrees that it will (i) furnish without charge to Seller such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement, any documents incorporated by reference therein and such other documents as Seller may reasonably request in order to facilitate sale of the Bonso Shares, (ii) notify Seller in writing (a) As when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to any post-effective amendment, when the same has become effective, (b) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Bonso Shares under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, and (c) of the happening of any event which makes any statement made in the Registration Statement or related prospectus untrue or which requires the making of any changes in the Registration Statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as reasonably possiblepracticable thereafter, the Company shall prepare and file with the SEC a supplement or amendment to such prospectus and notify Seller of such filing so that, as thereafter deliverable to the Shelf purchasers of the Bonso Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) cause the Bonso Shares to be listed on the NASDAQ National Market System concurrently with effectiveness of the Registration Statement; (iv) advise Seller promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement relating or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to all prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (v) notify Seller of any requests by the SEC for the amending or supplementing of the Registrable Registration Statement or prospectus or for additional information; (vi) furnish to Seller, without charge, at least one signed copy of the Registration Statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, including those incorporated by reference; and (vii) take all such other actions consistent with reasonable best efforts as are necessary or advisable in order to expedite or facilitate the disposition of the Bonso Shares. The Company shall use Buyer agrees to indemnify and reimburse, to the fullest extent permitted by law, Seller and each of its commercially reasonable efforts to employees, advisors, agents, representatives, partners, officers, and directors and each person who controls Seller (within the meaning of the 1933 Act) (collectively, the "Seller Affiliates") (i) cause such Shelf against any anx xxx xxsses, claims, damages, liabilities and expenses, (including, without limitation, reasonable attorneys fees and disbursements) resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement Statement, any prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be declared effective by stated therein or necessary to make the SEC at the earliest practicable timestatements therein not misleading, but in no event later than March 16, 1999 and (ii) keep against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, based upon, arising out of, related to or resulting from any such Shelf Registration Statement effective until untrue statement or omission or alleged untrue statement or omission, to the earlier of extent that any such expense or cost is not paid under clause (Ai) above; except insofar as the sale untrue statements or omissions are made in reliance upon and in strict conformity with information furnished to Buyer by Seller in its capacity as a seller specifically for use therein. The reimbursements required by the Holders of all previous sentence will be made by periodic payments during the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three years after the date the Shelf Registration Statement is declared effective; provided, however, that no Holders shall be entitled to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by all course of the provisions of this Agreement applicable to such Holder; investigation or defense, as and provided, further, when bills are received or expenses incurred. Buyer agrees that, if for any reason the effectiveness indemnification provisions contemplated above are unavailable to or insufficient to hold harmless Seller in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then Buyer shall contribute to the amount paid or payable by Seller as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Shelf Registration Statement is suspendedBuyer and the Seller in connection with the actions which resulted in the losses, the period set forth in clause (B) above claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of Buyer and Seller shall be extended determined by reference to, among other things, whether the aggregate number untrue or alleged untrue statement of days of each suspension period. The Company further agrees a material fact or omission or alleged omission to supplement or amend the Shelf Registration Statement as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by state a Holder with respect material fact relates to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement supplied by Buyer or amendment prior to its being used and/or filed with the SECSeller, and the person's relative intent, knowledge, access to use its commercially reasonable efforts information and opportunity to cause any correct or prevent such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. The Company agrees to furnish to the Holders of Registrable Shares copies of any such supplement statement or amendment promptly after its being used or filed with the SEComission.

Registration Under the 1933 Act. (a) As promptly as reasonably possibleTo the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) use its reasonable best efforts to prepare and and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC the Shelf an Exchange Offer Registration Statement relating on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 180 days after the Closing Date (the "Effectiveness Deadline"), (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to cause the Exchange Offer to be consummated as promptly as practicable, but in any event not later than the date that is 30 Business Days after the Effectiveness Deadline. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered and not withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not thereafter be entitled to receive any Additional Interest or be entitled to any registration rights under this Agreement; (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the related letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents prior to the time the Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the last Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the time the Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged. As soon as reasonably practicable after the last Exchange Date, the Company shall: (i) accept for exchange all Registrable Securities or portions thereof validly tendered and not withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable SharesSecurities surrendered by such Holder. The Company shall use its commercially reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall inform the Representative of the names and addresses of the Holders to whom the Exchange Offer is made, and the Representative shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Each Holder participating in the Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or, if it is such an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker- dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities within the meaning of the 1933 Act, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities in exchange for Securities that were acquired for its own account as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities, and (vi) if such Holder is a broker-dealer, that it did not purchase the Securities being tendered in the Exchange Offer directly from the Company for resale pursuant to Rule 144A or any other available exemption from registration under the Securities Act. (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is for any other reason not consummated within 30 Business Days following the Effectiveness Deadline, or (iii) the Exchange Offer has been completed and the Representative has determined, based upon the opinion of legal counsel, that a Registration Statement must be filed or a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities, the Company shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination or the date that notice of such determination by the Representative is given to the Company, as the case may be, a Shelf Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than March 16, 1999 and (ii) keep such Shelf Registration Statement effective until the earlier of (A) providing for the sale by the Holders of all of the Registrable Shares relating Securities and to have such Shelf Registration StatementStatement declared effective by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (B) the date upon which the Registrable Shares may be sold without registration under a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and to keep the related Prospectus current until the expiration of the period referred to in Rule 144(k) promulgated with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or shall have been sold to the public pursuant to Rule 144(k) (or similar provision then in force, but not Rule 144A) under the 1933 Act ("Rule 144(k)) or (C) three years after the date the Shelf Registration Statement is declared effective; provided, however, that no Holders shall be entitled to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees ceased to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of the Shelf Registration Statement is suspended, the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodoutstanding. The Company further agrees to supplement or amend the Shelf Registration Statement as and/or the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SEC, and to use its commercially reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and/or the related Prospectus to become usable as soon as practicable thereafterthereafter practicable. The Company agrees to furnish to the Holders of Registrable Shares Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b) including, but not limited to, the fees and expenses of one counsel to be selected by the Representative or, if the Representative elects not to select such counsel, by the Majority Holders and which counsel may also be counsel for the Initial Purchasers. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (e) Additional cash interest (the "Additional Interest") shall be payable by the Company in respect of the Securities as follows: (i) If an Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 120 days after the Closing Date, then commencing on and including the 121st day after the Closing Date, in addition to the interest otherwise payable on the Securities, Additional Interest will accrue and be payable on the Securities at the rate of 0.25% per annum; or (ii) If an Exchange Offer Registration Statement or Shelf Registration Statement is not declared effective within 180 days after the Closing Date, then commencing on and including the 181st day after the Closing Date, in addition to the interest otherwise payable on the Securities, Additional Interest will accrue and be payable on the Securities at the rate of 0.25% per annum; or (iii) If either (A) the Company has not exchanged Exchange Securities for all Registrable Securities validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the date that is 30 Business Days after the Effectiveness Deadline, or (B) if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k) or, if earlier, such time as all of the Registrable Securities covered by the Shelf Registration Statement have been disposed of pursuant to such Shelf Registration Statement or sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding, then, in addition to the interest otherwise payable on the Securities, Additional Interest will accrue and be payable on the Securities at the rate of 0.25% per annum from and including (x) the day (whether or not a Business Day) immediately succeeding the 30th Business Day after the Effectiveness Deadline, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above; provided, however, that the Additional Interest rate on the Securities may in no event exceed 0.25% per annum; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Securities for all Registrable Securities validly tendered and not withdrawn in the Exchange Offer or upon the effectiveness of the Shelf Registration Statement that had ceased to remain effective prior to the expiration of the holding period referred to in Rule 144(k) or, if earlier, such time as all of the Registrable Securities covered by the Shelf Registration Statement have been disposed of pursuant to such Shelf Registration Statement or sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding (in the case of (iii) above), Additional Interest on the Securities as a result of such clause (i), (ii) or (iii), respectively, shall cease to accrue. Any amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of the preceding paragraph will be payable in cash and will be payable on the same dates on which interest is otherwise payable on the Securities and to the same Persons who are entitled to receive those payments of interest on the Securities. The amount of Additional Interest payable for any period will be determined by multiplying the Additional Interest rate, which will be 0.25% per annum, by the principal amount of the Securities and then multiplying the product by a fraction, the numerator of which is the number of days that the Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360. (f) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof, provided that, without limiting the ability of any Initial Purchaser or any Holder to specifically enforce such obligations, in the case of any terms of this Agreement for which Additional Interest pursuant to 2(e) is expressly provided as a remedy for a violation of such terms, such Additional Interest shall be the sole monetary damages for such a violation. 3.

Registration Under the 1933 Act. (a) As promptly as reasonably possible, the The Company shall prepare prepare, and not later than 90 days following the date of original issuance of the Preferred Stock, shall file with the SEC the SEC, a Shelf Registration Statement relating to providing for the sale by the Holders of all of the Registrable SharesSecurities. The Company shall use its commercially reasonable efforts to (i) cause such the Shelf Registration Statement to be declared effective by on or prior to 180 days after the SEC at date of original issuance of the earliest practicable time, but in no event later than March 16, 1999 and (ii) Preferred Stock. The Company agrees to use its best efforts to keep such the Shelf Registration Statement continuously effective until the earlier of (A) the sale by the Holders of all the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three for two years after from the date the Shelf Registration Statement is declared effective; provided, however, effective by the SEC or such shorter period that no Holders shall be entitled to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by will terminate when all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless (A) such action is suspended, the period set forth in clause required by applicable law; or (B) above shall be extended such action is taken by the aggregate number Company in good faith and for valid business reasons (not including avoidance of days the Company's obligations hereunder), including the acquisition or divestiture of each suspension periodassets, so long as the Company promptly thereafter complies with the requirements of Section 3(e)(v) and Section 3(i) hereof, if applicable. The Company further agrees to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SEC, and to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. The Company agrees to furnish to the Holders of Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC.form

Registration Under the 1933 Act. (a) As promptly soon as reasonably possiblepracticable, but in no event later than 60 days after the date hereof, the Company shall prepare and file with the SEC the a Shelf Registration Statement relating to providing for the sale by the Holders of all of the Registrable Shares. The Company Securities and shall use its commercially reasonable best efforts to (i) cause such Shelf Registration Statement to be declared effective by the SEC at the earliest as soon as thereafter practicable time, but in no any event not later than March 16, 1999 and (ii) 90 days following such filing. The Company agrees to use its best efforts to keep such Shelf Registration Statement effective until the earlier of (A) the sale by the Holders of all the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three years after the date the Shelf Registration Statement is declared effective; provided, however, that no continuously effective until the Holders shall be entitled to have no longer hold any Registrable Shares held by Securities or such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by shorter period that will terminate when all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of Registrable Securities covered by the Shelf Registration Statement is suspended, have been sold pursuant to the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodShelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, Holder and (ii) if the Company agrees receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to furnish the Holder include some or all of the Registrable its Purchased Shares copies of any in such supplement or amendment prior to its being used and/or filed with the SECShelf Registration Statement, and to use its commercially reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable thereafter(but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company's notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders of Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Registration Under the 1933 Act. (a) As promptly as reasonably possibleFunding and ICG shall, within 90 days following the Company shall prepare and Closing Date, file with the SEC the a Shelf Registration Statement relating to all the offer and sale of the Registrable Shares. The Company Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, thereafter, shall each use its commercially reasonable their best efforts to (i) cause such Shelf Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than March 16, 1999 and (ii) keep such Shelf Registration Statement effective until the earlier of (A) the sale by the Holders of all the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three years after within 180 calendar days following the date Closing Date. Each of ICG and Funding agrees to use its best efforts to keep the Shelf Registration Statement is declared effective; providedcontinuously effective until November 15, however2009 (or, that no Holders if, in the written opinion, satisfactory in form and substance to the Placement Agents, of counsel to ICG and Funding, which counsel shall be entitled reasonably satisfactory to have the Placement Agents, all outstanding Registrable Shares Securities held by persons which are not affiliates of ICG or Funding may be resold at an earlier date without registration under the 1933 Act pursuant to Rule 144(k) under the 1933 Act or any successor provision thereof, then until such Holder covered by earlier date) or such Shelf Registration Statement unless the Holder agrees to be bound by shorter period that will terminate when all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of Registrable Securities covered by the Shelf Registration Statement is suspended, the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodhave been sold pursuant to a Shelf Registration Statement. The Company ICG and Funding further agrees agree to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company ICG and Funding for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement or amendment prior to its being used and/or filed with the SEC, and to use its commercially reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafterthereafter practicable. The Company agrees ICG and Funding agree to furnish to the Holders of Registrable Shares Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Registration Under the 1933 Act. Buyer agrees that it shall immediately register the Stock Portion of the Purchase Price with the United States Securities and Exchange Commission ("SEC") pursuant to the 1933 Act, at its own expense on a Form F-2 or other appropriate form (the "Registration Statement") and shall use reasonable efforts to keep the Registration Statement current and effective through December 31, 2003. Buyer further agrees that it will (i) furnish without charge to Seller such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement, any documents incorporated by reference therein and such other documents as Seller may reasonably request in order to facilitate sale of the Bonso Shares, (ii) notify Seller in writing (a) As when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to any post-effective amendment, when the same has become effective, (b) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Bonso Shares under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, and (c) of the happening of any event which makes any statement made in the Registration Statement or related prospectus untrue or which requires the making of any changes in the Registration Statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as reasonably possiblepracticable thereafter, the Company shall prepare and file with the SEC a supplement or amendment 17 <PAGE> to such prospectus and notify Seller of such filing so that, as thereafter deliverable to the Shelf purchasers of the Bonso Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) cause the Bonso Shares to be listed on the NASDAQ National Market System concurrently with effectiveness of the Registration Statement; (iv) advise Seller promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement relating or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to all prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (v) notify Seller of any requests by the SEC for the amending or supplementing of the Registrable Registration Statement or prospectus or for additional information; (vi) furnish to Seller, without charge, at least one signed copy of the Registration Statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, including those incorporated by reference; and (vii) take all such other actions consistent with reasonable best efforts as are necessary or advisable in order to expedite or facilitate the disposition of the Bonso Shares. The Company shall use Buyer agrees to indemnify and reimburse, to the fullest extent permitted by law, Seller and each of its commercially reasonable efforts to employees, advisors, agents, representatives, partners, officers, and directors and each person who controls Seller (within the meaning of the 0000 Xxx) (collectively, the "Seller Affiliates") (i) cause such Shelf against any and all losses, claims, damages, liabilities and expenses, (including, without limitation, reasonable attorneys fees and disbursements) resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement Statement, any prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be declared effective by stated therein or necessary to make the SEC at the earliest practicable timestatements therein not misleading, but in no event later than March 16, 1999 and (ii) keep against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, based upon, arising out of, related to or resulting from any such Shelf Registration Statement effective until untrue statement or omission or alleged untrue statement or omission, to the earlier of extent that any such expense or cost is not paid under clause (Ai) above; except insofar as the sale untrue statements or omissions are made in reliance upon and in strict conformity with information furnished to Buyer by Seller in its capacity as a seller specifically for use therein. The reimbursements required by the Holders of all previous sentence will be made by periodic payments during the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three years after the date the Shelf Registration Statement is declared effective; provided, however, that no Holders shall be entitled to have Registrable Shares held by such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by all course of the provisions of this Agreement applicable to such Holder; investigation or defense, as and provided, further, when bills are received or expenses incurred. Buyer agrees that, if for any reason the effectiveness indemnification provisions contemplated above are unavailable to or insufficient to hold harmless Seller in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then Buyer shall contribute to the amount paid or payable by Seller as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Shelf Registration Statement is suspendedBuyer and the Seller in connection with the actions which resulted in the losses, the period set forth in clause (B) above claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of Buyer and Seller shall be extended determined by reference to, among other things, whether the aggregate number untrue or alleged untrue statement of days of each suspension period. The Company further agrees a material fact or omission or alleged omission to supplement or amend the Shelf Registration Statement as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by state a Holder with respect material fact relates to information relating to such Holder, the Company agrees to furnish the Holder of the Registrable Shares copies of any such supplement supplied by Buyer or amendment prior to its being used and/or filed with the SECSeller, and the person's relative intent, knowledge, access to use its commercially reasonable efforts information and opportunity to cause any correct or prevent such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafterstatement or omission. The Company agrees to furnish to the Holders of Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC.18 <PAGE> 5.3

Registration Under the 1933 Act. (a) As promptly soon as reasonably possiblepracticable, but in no event later than 60 days after the date hereof, the Company shall prepare and file with the SEC the a Shelf Registration Statement relating to providing for the sale by the Holders of all of the Registrable Shares. The Company Securities and shall use its commercially reasonable best efforts to (i) cause such Shelf Registration Statement to be declared effective by the SEC at the earliest as soon as thereafter practicable time, but in no any event not later than March 16, 1999 and (ii) 90 days following such filing. The Company agrees to use its best efforts to keep such Shelf Registration Statement effective until the earlier of (A) the sale by the Holders of all the Registrable Shares relating to such Shelf Registration Statement, (B) the date upon which the Registrable Shares may be sold without registration under Rule 144(k) promulgated under the 1933 Act ("Rule 144(k)) or (C) three years after the date the Shelf Registration Statement is declared effective; provided, however, that no continuously effective until the Holders shall be entitled to have no longer hold any Registrable Shares held by Securities or such Holder covered by such Shelf Registration Statement unless the Holder agrees to be bound by shorter period that will terminate when all of the provisions of this Agreement applicable to such Holder; and provided, further, that, if for any reason the effectiveness of Registrable Securities covered by the Shelf Registration Statement is suspended, have been sold pursuant to the period set forth in clause (B) above shall be extended by the aggregate number of days of each suspension periodShelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement as if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, Holder and (ii) if the Company agrees receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to furnish the Holder include some or all of the Registrable its Purchased Shares copies of any in such supplement or amendment prior to its being used and/or filed with the SECShelf Registration Statement, and to use its commercially reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable thereafter(but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders of Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC.