Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall at any time beginning 180 days after the date of the closing of the IPO receive a written request from any Holder that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.1, then the Company shall, within five (5) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.1; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 or Section 2.3 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a), and each such registration has been declared or ordered effective.

Request by Holders. If the Company shall shall, at any time beginning 180 days after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the closing effectiveness of the IPO a registration statement for a Qualified IPO, receive a written request from any the Holder of at least ten percent (10%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five fifteen (515) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2.3 or Section 2.3 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (iiregistration) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price pursuant to the public (before payment provisions of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Section 2.4(a). The Company shall furnish be obligated to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement effect no more than once during any twelve three (123) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a)2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration has been declared statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or ordered effectiveany comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall at any time beginning 180 days after the date earlier of six (6) months after the closing of the IPO an IPO, or three (3) years after Closing receive a written request from any Holder Initiating Holders that the Company file effect a registration statement under registration, qualification or compliance with respect to the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.13.5, then the Company shall, within five ten (510) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect the registration effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that Holders request to be registered and included as are specified in such registration request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.13.5; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) if During the Company hasperiod starting with the date sixty (60) days prior to the Company’s estimated date of filing of, within and ending on the date six (6) month period preceding months immediately following the effective date of, any registration statement pertaining to securities of such request, already effected the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act pursuant (“Rule 145”) or with respect to this Section 2.1 or Section 2.3 or an employee benefit plan), provided that the Company is actively employing in which the Holders had an opportunity good faith commercially reasonable efforts to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in cause such registration have been excluded in accordance with Section 2.3(b)statement to become effective; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after After the Company has effected two (2) such registrations pursuant to this Section 2.1(a3.5(a), and each such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall shall, at any time beginning 180 days after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the closing effectiveness of the IPO a registration statement for a Qualified IPO, receive a written request from any Holder Holders of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five ten (510) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2.3 or Section 2.3 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (iiregistration) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price pursuant to the public (before payment provisions of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Section 2.4(a). The Company shall furnish be obligated to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement effect no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a)2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration has been declared statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or ordered effectiveany comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall at any time beginning 180 days after the earlier of (i) the fourth anniversary of the date of hereof, or (ii) the closing of the IPO Company’s first firm commitment underwritten public offering the Company shall receive a written request from any Holder that the Company Holders of at least thirty percent (30%) of the Registrable Securities to file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five ten (510) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect effect, or to take any action to effect, any such registrationregistration if: (i) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 or Section 2.3 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registrationregistration, qualification qualification, or compliance compliance, unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (ivii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after After the Company has effected two initiated three (23) such registrations pursuant to this Section 2.1(a), and each such registration has 2.3 (counting for these purposes only registrations which have been declared or ordered effective); (iii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) If the Initiating Holders (defined below) propose to dispose of Registrable Securities which may be immediately registered on Form F-3 pursuant to a request made under Section 4 hereof; (v) If the Initiating Holders (defined below) do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld); or (vi) If the Company and the Initiating Holders (defined below) are unable to obtain the commitment of the underwriter described in clause (v) above to firmly underwrite the offer.

Request by Holders. If the Company shall shall, at any time beginning 180 days after the earlier of (i) that date of that is four (4) years following the Closing Date (as defined in the Share Purchase Agreement) or (ii) the closing of the IPO an IPO, receive a written request from any Holder the Holders of at least 20% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five ten (510) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2.3 or Section 2.3 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (iiregistration) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price pursuant to the public (before payment provisions of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Section 2.4(a). The Company shall furnish be obligated to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement effect no more than once during any twelve three (123) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a)2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration has been declared statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or ordered effectiveany comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall If, at any time beginning 180 days after following the date first anniversary of the closing of Closing, as defined in the IPO receive Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives a written request from any Holder the Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company file a registration statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable Securities pursuant to this Section 2.1Securities, then the Company shall, within five ten (510) Business Days business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use its best commercially reasonable efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.1; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2(b) or Section 2.3 2(c) or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2(d), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (ii) if such Holdersregistration; provided, together with the holders of any other securities of the Company entitled to inclusion in such Registrationfurther, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have no obligation to file any registration statement contemplated by this Section 2(b) if the right to defer the filing expected gross proceeds of the Registration Statement no more than once during any twelve (12) month period for a period sale of not more than ninety (90) days after receipt Registrable Securities under such registration statement, based on the market price of the request Common Stock as of the Investor requesting Registration under this Section 2.3date of the initial request for such registration delivered by the Holders, provided that does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, the Company shall not register such Registrable Securities on Form S-1 or any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a), and each such successor registration has been declared or ordered effectiveform.

Request by Holders. If the Company shall at any time beginning 180 days after the date of the closing of the IPO receive a written request from any Holder the Holders of at least twenty percent (20%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.13; and provided that (i) the Registrable Securities to be registered would exceed twenty percent (20%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed 5% of the market capitalization of the Company, which is determined by the opening price of the Company’s registered shares as of the first trading day immediately after the occurrence of the IPO, then the Company shall, within five ten (510) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.13; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 3 or Section 2.3 5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.24, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (iiregistration) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price pursuant to the public (before payment provisions of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Section 4(b). The Company shall furnish be obligated to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement effect no more than once during any twelve one (121) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations registration pursuant to this Section 2.1(a)3 or Section 5 for every 5% of the Company’s outstanding share capital on a fully-diluted (by treasury method) basis held by the Holders, and each such registration has been declared or ordered effectivepercentage to be calculated as of the date immediately following the date hereof.

Request by Holders. If the Company shall shall, at any time beginning 180 days after the date earlier of (i) June 30, 2007 or (ii) twelve (12) months following the closing taking effect of the IPO a registration statement for a Qualified Public Offering, receive a written request from any Holder the Holders of at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.12.3 of not less than the lesser of (i) twenty percent (20%) of the Registrable Securities or (ii) any lesser percentage if the anticipated gross proceeds from the offering exceed US$5,000,000, then the Company shall, within five ten (510) Business Days days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and as soon as practicable, file and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request NoticeCompany, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2.3 or Section 2.3 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(b). For purposes of this Agreement, reference to registration have been excluded of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in accordance with Section 2.3(b); (ii) if a jurisdiction other than the United States as designated by such Holders, together with the holders of any other securities of the Company entitled it being understood and agreed that in each such case all references in this Agreement to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if , the Company Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall furnish be deemed to refer, to the Holder requesting such Registration a certificate signed by the Chairman equivalent statutes, rules, forms of the Board registration statements, registration of Directors securities and laws of the Company stating that and equivalent government authority in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a), and each such registration has been declared or ordered effectiveapplicable non-U.S. jurisdiction.

Request by Holders. If At any time, and from time to time, after 90 days following the Company shall at any time beginning 180 days after Closing, upon the date of the closing of the IPO receive a written request from of any Holder requesting that the Company file a effect the registration statement under the Securities Act covering of all or part of the registration of Registrable Securities pursuant to this Section 2.1and specifying the intended method of disposition thereof, then the Company shall, within five (5) Business Days of the receipt of such written requestas promptly as practicable, give written notice of such request (“Request Notice”) to all Holders, and use its reasonable best efforts to effect the registration under the Securities Act (including by means of all Registrable Securities that Holders request to be registered and included in such a shelf registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.1; provided that, in connection with a demand registration requested pursuant to this Section 2.1, which the Company shall use best efforts not be required to cause keep effective for more than 120 days) pursuant to Rule 415 under the Securities Act (or any successor rule thereto) if so requested and if the Company is then eligible to effect a shelf registration statement relating thereto for such disposition) of the Registrable Securities which the Company has been so requested to register so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such requestregistered; provided, provided that the Company shall not be obligated to effect any such registration: (i) if the Company has, within the six (6) month period preceding the date of such request, already effected file a registration statement relating to any request for registration under the Securities Act pursuant to this Section 2.1 or Section 2.3 or in which 6.01 within a period of 180 days after the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (ii) if such Holders, together with the holders effective date of any other securities registration statement or prospectus which included Ordinary Shares of the Company entitled to inclusion in Holder making such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts request or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Affiliates under this Section 2.3, 6.01; provided further that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such be required to effect more than eight requested registrations pursuant to this Section 2.1(a)Article VI. The Holder providing such notice shall also notify the other Holders, each of which shall be able to request that Voting Shares they Beneficially Own be included as part of such requested registration; provided that during the period commencing on the Closing and each ending on the first anniversary of the Closing, the Company shall not be obligated to effect more than one such registration has been declared or ordered effectiverequested registration.

Request by Holders. If the Company shall shall, at any time beginning 180 days after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following the closing of the IPO a Qualified IPO, receive a written request from any Holder the Holders of at least 20% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five ten (510) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2.3 or Section 2.3 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (iiregistration) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price pursuant to the public (before payment provisions of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Section 2.4(a). The Company shall furnish be obligated to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement effect no more than once during any twelve three (123) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a)2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration has been declared statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or ordered effectiveany comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall at any time beginning 180 days after the date of six (6) months following the closing of the IPO Company’s first firm commitment underwritten public offering the Company shall receive a written request from any Holder that the Company Holders of at least twenty-five percent (25%) of the Registrable Securities to file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five ten (510) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect effect, or to take any action to effect, any such registrationregistration if: (i) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 or Section 2.3 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registrationregistration, qualification qualification, or compliance compliance, unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (ivii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after After the Company has effected two initiated three (23) such registrations pursuant to this Section 2.1(a), and each such registration has section (counting for these purposes only registrations which have been declared or ordered effective); (iii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) If the Initiating Holders (defined below) propose to dispose of Registrable Securities which may be immediately registered on Form F-3 pursuant to a request made under section 4 hereof; (v) If the Initiating Holders (defined below) do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld); or (vi) If the Company and the Initiating Holders (defined below) are unable to obtain the commitment of the underwriter described in clause (v) above to firmly underwrite the offer.

Request by Holders. If the Company shall shall, at any time beginning 180 days after the date of six (6) months following the closing of the IPO Company’s first public offering of its securities, receive a written request from any Holder the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of to register Registrable Securities pursuant to this Section 2.12.3, then the Company shall, within five ten (510) Business Days days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.3; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) registration if the Company hashas already once, within the six (6) month period preceding the date of such request, already effected a registration registrations under the Securities Act pursuant to this Section 2.1 2.3 or Section 2.3 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with registration) pursuant to the provisions of Section 2.3(b) or Section 2.4(b); (ii) if such Holders. For purposes of this Agreement, together with reference to registration of securities under the holders of any other securities of Securities Act and the Company entitled Exchange Act shall be deemed to inclusion mean the equivalent registration in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular a jurisdiction in which the Company would be required has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if , the Company Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall furnish be deemed to refer, to the Holder requesting such Registration a certificate signed by the Chairman equivalent statutes, rules, forms of the Board registration statements, registration of Directors securities and laws of the Company stating that and equivalent government authority in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a), and each such registration has been declared or ordered effectiveapplicable non-United States jurisdiction.

Request by Holders. If the Company shall at any time beginning 180 days after the date earlier of (i) six (6) months after the closing of an IPO, or (ii) the IPO second anniversary of the Closing Date (as defined in the Series E Purchase Agreement) receive a written request from any Holder Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.12.5, then the Company shall, within five ten (510) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.12.5; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registrationregistration if: (i) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 2.5 or Section 2.3 2.7 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.22.6, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b2.6(b); (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) Prior to six (6) months after the effective date of the IPO in the jurisdiction in which the Initiating Holders have requested such registration be effected; (iv) if During the Company shall furnish period starting with the date sixty (60) days prior to the Holder requesting such Registration a certificate signed by Company’s estimated date of filing of, and ending on the Chairman of date six (6) months immediately following the Board of Directors effective date of, any registration statement pertaining to securities of the Company stating that (other than a registration of securities in a transaction under Rule 145 promulgated under the good faith judgment of the Board of Directors of the CompanySecurities Act (“Rule 145”) or with respect to an employee benefit plan), it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such timeprovided, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during is actively employing in good faith commercially reasonable efforts to cause such ninety (90) day period; orregistration statement to become effective; (v) after After the Company has effected two three (23) such registrations pursuant to this Section 2.1(a2.5(a), and each such registration has been declared or ordered effective; or (vi) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 2.7 hereof.

Request by Holders. If the Company shall receive at any ------------------ time beginning 180 days after the later of (i) December 31, 2001, or (ii) six (6) months after the effective date of the closing Company's initial public offering of its securities pursuant to a registration filed under the IPO receive 1933 Act, a written request from any Holder the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities 1933 Act covering the registration of Registrable Securities pursuant to this Section 2.11.2, then the Company shall, within five ten (510) Business Days business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use its best efforts to effect effect, as soon as practicable, the registration under the Securities 1933 Act of all Registrable Securities that which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.11.2; provided that, in connection with a demand registration that the -------- Registrable Securities requested by all Holders to be registered pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days commissions) of such request; provided, that the not less than $2,500,000. The Company shall not be obligated to effect any such registration: , qualification or compliance pursuant to this Section 1.2: (i) if the Company has, within the a six (6) month period preceding the date of such requestthe Initiating Holders' (as defined below) request for registration, already effected affected a public offering of its securities pursuant to a registration filed under the Securities Act pursuant to this Section 2.1 Act; or Section 2.3 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.3(b); (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to this Section 2.1(a), and each such registration has been declared or ordered effectivecompliance.