Common use of Request for Registration Clause in Contracts

Request for Registration. (a) If the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests to all Rights Holders and shall, subject to the limitations of subsection 2.1(b), use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the Company. (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding Qualifying Request that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b)Subsection 3.1(b) below, use its best efforts to file effect as soon as practicable, and in any event within ninety (90) days of the receipt of such requestsrequest, a the registration statement under the Securities Act covering of all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.1, and the Company shall include such information in the written notice referred to in subsection 2.1(aSubsection 3.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such holder’s Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, as provided in subsection 2.4(eSubsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least by a majority majority-in-interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders. Notwithstanding any other provision of this Section 2.13.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.13.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten fifty percent (1050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$15,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2, and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least those Initiating Holders holding a majority of the voting power of all Registrable Securities proposed to be included in such registrationheld by all Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12-) month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (ai) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written request from the Rights Holders of at least ten percent (10%) 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price that requests the registration of shares in a minimum amount of five million United States dollars (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$5,000,000), then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(i). (bii) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(i). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if Initiating Holders. (iii) If the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement). Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares . (iv) The Company shall not be required to effect a registration pursuant to this Section 1.2: (a) in accordance with the above provisions, any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares.ordered effective; or (c) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (d) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (e) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) July 13, 2015 and (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating directly or indirectly either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction under the Securities Act), a written request from (i) in the Rights case of the initial public offering of the Company other than an offering the Board of Directors expects to be a Qualified IPO (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time), Holders that represent a Requisite Series 2 Majority (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time) of the then outstanding shares of Series 2 Preferred Stock, voting together as a single class on an as-if converted basis or (ii) in other cases, the Holders of at least ten thirty percent (1030%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price (before deduction price, net of underwriting discountsdiscounts and commissions, commissions and expenses) of at least US$10,000,000would exceed $25,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b1.2(b), use its best efforts to file effect as soon as practicable, and in any event within ninety sixty (9060) days of the receipt of such requestsrequest, a the registration statement under the Securities Act covering of all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 3.4. (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by a majority in interest of the Registrable Securities then held by the Initiating Holders (an “Initiating Majority in Interest”) and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its his Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority an Initiating Majority in interest of the Initiating Holders Interest and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e1.5(g)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have . For the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date purposes of the registration statementpreceding sentence concerning apportionment, for any selling stockholder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such withdrawal request holder, or the estates and family members of any such partners and retired partners and any trusts for registration the benefit of any of the foregoing persons shall not be deemed to constitute one be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of the shares carrying registration rights granted pursuant to owned by all entities and individuals included in such “selling stockholder,” as defined in this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) sharessentence. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer President or other executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after After the Company has effected six two (62) registrations pursuant to this Section 2.1 1.2 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during During the period starting with the date ninety sixty (9060) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration subject to Section 2.2 1.3 hereof; provided that the Company is actively employing in good faith its best all reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereofeffective; or (iviii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 6.2, if the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”), that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction covering the registration of underwriting discounts, commissions and expenses) of at least US$10,000,000Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 6.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 6.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 6.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 6.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed Holders proposing to be included in distribute securities through such registrationunderwriting). Notwithstanding any other provision of this Section 2.16.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement). Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 6.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected three (3) registrations pursuant to this Section 6.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 6.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.16.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If the Company shall receive at any time after the date that is 210 days after the effective date of the first registration statement for a public offering of Common Stock (other than a registration statement relating either to the sale of securities to employees, directors or consultants of the Company pursuant to a stock option, stock purchase or similar plan or transaction covered by Rule 145), a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction price, net of underwriting discountsdiscounts and commissions, commissions and expenses) of at least US$10,000,000$20,000,000, then the Company shall, within ten (10) 10 days of the after receipt thereof, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection Section 2.1(b), use its best commercially reasonable efforts to file effect as soon as practicable, and in any event within ninety (90) days of practicable the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request in accordance with Section 4.5 to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, including within 90 days after the receipt of such request file a registration statement covering all such Registrable Securities. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection Section 2.1(a). The underwriter underwriter(s) will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included underwriting. Each Holder participating in such registrationunderwriting shall also perform its obligations under such an agreement. Notwithstanding any other provision of this Section 2.1, if the underwriter advises underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoingforegoing obligations, if the Company shall furnish furnishes to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed filed, become effective or remain effective and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after After the Company has effected six (6) two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during During the period starting with the date ninety (90) 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 90 days after the effective date of, a registration subject to Section 2.2 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 210 days after the effective date of such registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best all commercially reasonable efforts to cause any such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereofeffective; or (iviii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten fifty percent (1050%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$40,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 2.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 2.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.12.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month period; twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120)-day period, the Company shall not file any 120) day period (other than a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date ofstock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive receive, at any time after the earlier of (i) three years after the Effective Date or (ii) six (6) months after the effective date of the Initial Offering, a written request (a “Registration Request”) from the Rights Required Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Registration Statement covering the registration statement under the of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$$10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereofof the Registration Request, give written notice of such requests request to all Rights Holders (a “Requested Registration Notice”), and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of after receipt of the mailing of such notice by the CompanyRequested Registration Notice. (b) If the Rights Required Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request the Registration Request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 in the Registration Request and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyRequested Registration Notice. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Required Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationRequired Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount Holders of such Registrable Securities pro rata based on the number of Registrable Securities owned held by each participating Rights Holder; provided, however, that all such Holders (including the number of shares of Required Holders). In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has filed two (2) Registration Statements pursuant to this Section 1.2, and such Registration Statements have been declared or ordered effective and have remained effective for the time period required by Section 1.5(a)(i) below; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Required Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement Registration Statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement Registration Statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Required Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month period; twelve (12)-month period and provided further that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder itself or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to other stockholder during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior day period (other than a registration relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 2.2 hereof; provided that a corporate reorganization or transaction under Rule 145 of the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such Act, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) one hundred eighty days after the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 under the Securities Act covering the offer and sale of Common Stock to the public for the account of the Company and (ii) the third anniversary of the date of this Agreement, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding that the Company file effect a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of respect to at least US$10,000,000a majority of the Registrable Securities then outstanding (the “Initiating Holders”), then the Company shall, shall (x) give written notice of such request to all Holders within ten (10) calendar days of the receipt thereof, give written notice of date such requests to all Rights Holders request is given and shall, subject to the limitations of subsection 2.1(b), (y) use its best efforts to file effect as soon as practicable, practicable (and in any event within ninety (90) calendar days of the receipt of date such requests, a request is given) the registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered within twenty (20) calendar days of the mailing of such notice by date the Company’s notice referred to in this subsection 1.2(a) is given. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereofelecting to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned requested by each participating Rights Holdersuch Holder to be included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities securities (including those to be sold for the Company’s account) are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights the Initiating Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Company’s Chief Executive Officer of the Company or President stating that in the good faith judgment of the Company’s Board of Directors of the CompanyDirectors, it such registration would be seriously detrimental to the Company and its shareholders for such registration statement to be filed stockholders and that it is therefore is, therefore, essential to defer the filing of taking action with respect to such registration statementregistration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after receipt of the date the request of the Initiating HoldersHolders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12-) month period; provided further provided, further, that during such one hundred twenty (120)-day period, the Company shall not file register any securities for the account of itself or any other stockholder during such period other than (i) a registration statement pertaining relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase, stock incentive or stock appreciation plan or arrangement, (ii) a transaction pursuant to Rule 145 promulgated under the Securities Act, (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (iv) a registration in connection the initial public offering of any the Company’s securities (provided that, in the case of (iv), the Company Securitieshas complied with its obligations under Section 1.3). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after the Company has effected six three (63) registrations pursuant to this Section 2.1 1.2 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety sixty (9060) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) calendar days after the effective date of, any registration statement pertaining to a registration subject to Section 2.2 hereofpublic offering of securities for the Company’s account; provided provided, that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective be effective; (iii) 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 registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and that except as may be required by the Holders are entitled to join such registration in accordance with Section 2.2 hereofSecurities Act; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 below1.11.

Request for Registration. (a) If the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Common Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act with an covering the registration of at least 5% of the Registrable Common Securities then outstanding, or a lesser percent if the anticipated aggregate offering price (before deduction price, net of underwriting discountsdiscounts and commissions, commissions and expenses) of at least US$10,000,000would exceed $5.0 million, then the Company shall, : (i) within ten (10) days of the receipt thereof, give written notice of such requests request to all Rights Holders; and (ii) use commercially reasonable efforts to effect promptly the registration under the Securities Act of all Registrable Securities which the Holders and shallrequest to be registered, subject to the limitations of subsection 2.1(b1.2(b), use its best efforts to file as soon as practicable, and in any event a written request received by the Company within ninety fifteen (9015) days of the receipt of such requests, a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) days making of the mailing of such notice by the Companypursuant to Section 1.2(a)(i). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e1.5(i)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights HolderHolder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer Company’s chief executive officer or the chairman of the board of trust managers of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of Board, as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-twelve month period; provided further further, that during this right is cumulative to the right under Section 1.4(b)(iii) such one hundred twenty (120)-day period, that the Company shall not file any may only defer the filing of a registration statement pertaining to the public offering of under Section 1.2(c) or Section 1.4(b)(iii) once in any Company Securitiestwelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after After the Company has effected six eight (6) 8) registrations pursuant to this Section 2.1 1.2 and such registrations registration statements have been declared or ordered effectiveeffective and have remained effective for a period of at least 180 days; provided, that if such request pursuant to this Section 1.2 is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.2(d)(i); (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after If the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for a registration pursuant to this Section 2.1 1.2 within the preceding three (3) months, and such registrations have registration has been declared or ordered effective;; or (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after six months after the effective date of the Qualified IPO, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$2,000,000 (net of any underwriters’ discounts or commissions), then the Company shall, within ten (10) 20 days of the receipt thereofreceiving such request, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b1.2(b), use its best all commercially reasonable efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, effect a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) 20 days of the mailing of such notice by the Company. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwriting. In such event, the right of any Rights Holder to include its his Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the Initiating Holders shall so advise all holders extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the extent necessary Registrable Securities (pro rata to the respective number of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned held by each participating Rights Holder); provided, however, that the number of shares of in any event all Registrable Securities to Shares must be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date any other shares of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) sharesCompany. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided further , and provided, further, that during such one hundred twenty (120)-day period, the Company shall not file register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securitiesstock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after After the Company has effected six two (62) registrations pursuant to this Section 2.1 1.2 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during During the period starting with the date ninety (90) 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 90 days after the effective date of, a registration subject to Section 2.2 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith its best all commercially reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; oreffective; (iviii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 1.4 below; or (iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement, and (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$20,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its reasonable best efforts to file to, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, file a registration statement under the Securities Act covering with respect to all of the Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such notice registration statement to be declared effective by the CompanySEC as soon as practicable. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; provided, however, that a registration shall not be considered “effected” if, as a result of the underwriter’s right in Section 1.2(b) to limit the number of securities underwritten, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; or (iii) during the period starting with the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith reasonable best efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company stating intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month period; provided further twelve (12)-month period and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120)-day period, the Company shall not file any 120) day period (other than a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date ofstock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.3, if the Company shall receive at any time after the earlier of the date that is (i) three (3) years after the date of this Agreement or (ii) six months following the effective date of the registration statement pertaining to the IPO, a written request pursuant to this Section 1.3 from the Rights Holders of at least ten percent (10%) 35% of the Registrable Securities then outstanding (assuming conversion of all Preferred Stock and exercise of the Common Warrants) (the “Initiating Holders”) that the Company file a registration statement under the Securities Act with covering the registration of Registrable Securities which would have an anticipated aggregate offering price (before deduction of underwriting discountsnot less than $5,000,000, commissions and expenses) of at least US$10,000,000, then the Company shall, shall within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.3, use its best efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.3(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.3(a) and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.3(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall be reasonably acceptable to the CompanyHolders. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.3, if the underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights allocated, first, to the Initiating Holders thereof, including on a pro rata basis based on the total number of Registrable Securities held by the Initiating Holders; and second, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holderany Holder on a pro rata basis among all such Holders; provided, however, that if as a result of any such cutback fewer than fifty-percent (50%) of the total number of shares Registrable Securities that have been requested by Holders of Registrable Securities to be included in such underwriting registration statement are actually included, than such registration statement shall not be reduced unless all other Company Securities are first entirely excluded from counted as “effected” for purposes of this Section 1.3 (including for purposes of Section 1.3(d)(i)), notwithstanding the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to obligation of the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance proceed with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) sharesoffering. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights the Holders requesting a registration statement pursuant to this Section 2.1, 1.3 a certificate signed by the Chief Executive Officer of the Company (“Chief Executive Officer”) stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12-) month period; provided further and, provided, further, that during such one hundred twenty (120)-day period, the Company shall not file register any securities for its own account or that of any other stockholders during such ninety (90) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement pertaining to covering the public offering sale of any Company the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.3: (i) after the Company has effected six two (62) registrations pursuant to this Section 2.1 1.3 and such registrations have been declared or ordered effective; (ii) in response during the six-month period following the effective date of the registration statement pertaining to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective;IPO; or (iii) during if, within thirty (30) days of a registration request by the period starting with Initiating Holders, the date Company gives notice to the Holders of its intent to file a registration statement for its IPO within ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 belowdays.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one year after the date of this Agreement a written request from the Rights Holders of at least ten percent (10%) 500,000 Shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount of the Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000held by the Initiating Holders, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities in response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Participating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Participating Holders which underwriters are reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement). Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate The Registrable Securities to be excluded or withdrawn shall be determined in the allocation of shares following sequence: (i) securities held by any persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in accordance with the above provisionsregistration statement, (ii) securities sought to be registered by the Company or Company, and (iii) Registrable Securities held by the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) sharesHolders. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (iii) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to defer the filing of such registration statementany financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) of the a Holder seeking to register Registrable Securities then outstanding that the Company file having a registration statement under the Securities Act with an anticipated aggregate offering price value of not less than Ten Million Dollars (before deduction of underwriting discounts, commissions and expenses$10,000,000) of at least US$10,000,000, then the Company shall, : (i) within ten (10) days of the receipt thereof, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b), Holders; and (ii) use its best efforts to file effect the registration under the Act as soon as practicable, and in any event within ninety (90) 75 days of the receipt of such requests, a registration statement request under the Securities Act covering of all Registrable Securities which the Rights Holders request to be registered registered, subject to the limitations of subsection 1.2(b) hereof and subject to the terms of subsection 1.14(b) of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such notice by the CompanyCompany in accordance with Section 2.5. (b) If the Rights Holders Holder(s) initiating the registration request hereunder (“"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by a majority in interest of the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the CompanyRegistrable Securities sought to be registered. In such event, the The right of any Rights Holder to include his or its Registrable Securities in such registration shall be conditioned upon such holder’s participation Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereofthereof seeking registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights HolderHolder seeking registration to the number of Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company securities which are not Registrable Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after After the Company has effected six (6) five registrations in the aggregate pursuant to this Section 2.1 1.2 and Section 1.12 and such registrations have been declared or ordered effective;; or (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during During the period starting with the date ninety thirty (9030) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 1.3 hereof; provided that the Company is actively employing in good faith its best all reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloweffective.

Request for Registration. (a) If Subject to the conditions of this Section 1.2 ‎, if the Company shall receive at any time following the Lock-Up (as defined in Section 1.13 ) a written request from the Rights Initiating Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of Registrable Securities Act (or if the Company shall receive such a request during the Lock-Up and the managing underwriter of the Company’s Initial Offering, in its sole discretion, gives its written consent to the Company’s compliance with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000such request), then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2 , use its reasonable best efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Preferred Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. Section 1.2(a) In such event, event the right of any Rights Holder to include its Preferred Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Preferred Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany). Notwithstanding any other provision of this Section 2.11.2 , if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Preferred Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting underwritten public offering shall be allocated among to the Holders of such Preferred Registrable Securities on a pro rata basis based on the number of Preferred Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement). Any Preferred Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: a. in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; b. after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; c. if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than twenty five million US Dollars ($25,000,000); d. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date that is the earlier of (A) one hundred and eighty (180) days following the effective date of the Initial Offering; and (B) ninety (90) days following the effective date of each other Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective; or e. if the Company shall furnish to Rights the Initiating Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Company’s Board of Directors (the "Board") stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve (12-month ) months period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one year after the date of this Agreement a written request from the Rights Holders of at least ten percent (10%) 100,000 Shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount of the Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000held by the Initiating Holders, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities in response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Participating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Participating Holders which underwriters are reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement). Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate The Registrable Securities to be excluded or withdrawn shall be determined in the allocation of shares following sequence: (i) securities held by any persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in accordance with the above provisionsregistration statement, (ii) securities sought to be registered by the Company or Company, and (iii) Registrable Securities held by the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) sharesHolders. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (iii) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to defer the filing of such registration statementany financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) August 30, 2025 or (ii) six (6) months after the effective date of the Initial Offering, a written request from (a) any Institutional Holder or (b) the Rights Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding outstanding, excluding for all purposes under clause (b) any Registrable Securities held by a Strategic Investor or a Competitor Transferee (for purposes of this Section 2.1, the “Initiating Holders”), that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$20,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 2.1, use its best commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing sending of such notice by the Company’s notice pursuant to this Section 2.1(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.1, and the Company shall include such information in the written notice referred to in subsection Section 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationaccordance with Section 2.1(d). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 2.1: (i) 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 registration, unless the Company is already qualified to do business in such jurisdiction or subject to service of process in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected six three (63) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date ninety one hundred eighty (90180) days after following the effective date of, of a Company-initiated registration subject to Section 2.2 hereofbelow; provided that the Company is actively employing in good faith its best commercially reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; oreffective; (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made S-3 pursuant to Section 2.3 belowhereof; or (v) if the Company shall furnish to Holders a Suspension Notice, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right and the rights under Sections 2.3(b)(iii), 2.3(d)(i)(1), 2.3(d)(ii) and 2.4 shall be exercised by the Company not more than once in any twelve (12)-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) The Institutional Holder or Holders of a majority of the Registrable Securities, excluding for this purpose any Registrable Securities held by a Strategic Investor or a Competitor Transferee, as the case may be, initially requesting registration hereunder will have the right to select the underwriter or underwriters in an offering under a registration pursuant to this Section 2.1, which underwriter or underwriters shall be reasonably acceptable to the Company.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time subsequent to the Effective Date of this Agreement, a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding Holder that the Company file a registration statement under the Act covering the registration of all of the Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000then outstanding, then the Company shall, within ten shall (10i) days of the receipt thereof, give written notice of such requests request to all Rights Holders the Holder promptly following receipt of such request and shall, (ii) subject to the limitations of subsection 2.1(b1.2(b), use its best reasonable efforts to file effect as soon as practicable, practicable (and in any event within ninety one hundred twenty (90120) calendar days of the receipt of such requests, a request) the registration statement under the Securities Act covering of all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the CompanyHolder in accordance with Section 1.2(c). (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders”) intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 2.1 subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders Company and shall be reasonably acceptable to the CompanyHolder requesting registration. In such eventThe Holder, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders if proposing to distribute their its securities through such underwriting shall (together with the Company as provided in subsection 2.4(e1.3(e)) enter into an underwriting agreement agreement, or similar agreement, in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Holder shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and agree to reduce to the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including underwriting. In the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, event that the number of shares securities being registered is reduced pursuant to this Section 1.2(b), the Holder of the Registrable Securities to be which were not included in such underwriting the registration shall be treated as if there had been no registration effected pursuant to this Section 1.2 and shall be entitled to the benefit of Section 1.2 with respect to the Registrable Securities which were not included as if the registration pursuant to Section 1.2 had not been requested; provided, that any registration with respect to the Registrable Securities which were not included shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right required to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) become effective within 180 days prior to of the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the first registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.11.2, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose Holder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 below1.8. (c) The Holder may not include any of its Registrable Securities in the registration statement pursuant to this Agreement unless it furnishes to the Company in writing, prior to or on the 15th calendar day after receipt of a request therefore, such information as the Company may reasonably request for use in connection with the registration statement and in any application to be filed with or under state securities laws. In connection with all such requests for information from the Holder, the Company shall notify the Holder of the requirements set forth in the preceding sentence. The Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by the Holder not materially misleading.

Request for Registration. (a) If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering covering the offer and sale of Common Stock of the Company (the “IPO”) a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$5,000,000, then the Company shall, within ten (10) days of the receipt thereof, shall promptly give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(bsubsections 1.2(b)-(d), use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, use its reasonable best efforts to effect a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) 15 business days of the mailing of such notice by the Company. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to underwriting; provided, however, that such agreement shall not provide for indemnification or contribution obligations on the holders of at least a majority part of the voting power Holders materially greater than the obligations of all Registrable Securities proposed to be included in such registrationthe Holders under Section 1.10(b) hereof. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the maximum number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementoffering. Any Registrable Securities excluded from or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided provided, further that during such one hundred twenty (120)-day period, the Company shall not file register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securitiesstock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after After the Company has effected six (6) two registrations pursuant to this Section 2.1 1.2 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during During the period starting with the date ninety (90) 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 90 days after the effective date of, ; a registration subject to Section 2.2 1.3 hereof; provided that the Company is actively employing in good faith its best all commercially reasonable efforts to cause such registration statement to become effective effective; and provided, further that the Holders are entitled Company may only delay an offering pursuant to join this Section 1.2(d) for a period of not more than 90 days if a filing of a registration statement in connection with such registration is not made during such period and the Company may only exercise this right once in accordance with Section 2.2 hereofany twelve-month period; or (iviii) if In any jurisdiction in which the Initiating Holders propose Company would be required to dispose qualify to do business or execute a general consent to service of shares process in effecting such registration, unless the Company is already qualified to do business or subject to service of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 belowprocess in such jurisdiction.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten fifty percent (1050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$25,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2, and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by those Initiating Holders holding at a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12-) month period; period and provided further that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder itself or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to other stockholder during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior day period (other than a registration relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) the three (3) year anniversary of this Agreement, or (ii) the sixth (6th) month anniversary of the effective date of the Initial Offering, receive a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 (a “Qualified Public Offering”)) that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction covering the offer and sale of underwriting discounts, commissions and expenses) of at least US$10,000,000Registrable Securities, then the Company shall, within ten promptly but not later than twenty (1020) days of after the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with and the Company as provided in subsection 2.4(e)Company, if applicable) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders), in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwritingunderwriting and registration; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (1) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and except as may be required under the Securities Act; or (2) upon the expiration of the restrictions on transfer set forth in Section 1.12 following the Initial Offering; (3) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registration has been declared or ordered effective; or (4) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company gives notice to the Holders of the Company’s good faith intention to file a registration statement for the Company’s Initial Offering within ninety (90) days, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (5) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof; or (6) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12twelve-month (12) period; provided further , and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120)-day period, the Company shall not file any 120) day period (other than a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date ofstock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (ai) If the Company shall receive at any time after the earlier of (i) five (5) years after the Initial Closing (as defined in the Purchase Agreement), or (ii) one hundred eighty (180) days after the effective date of the Qualified IPO, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$$10,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b1.2(b), use its best commercially reasonable efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement cause to be registered under the Securities Act covering all of the Registrable Securities which the Rights Holders request that each such Holder has requested to be registered within twenty (20) days of after the mailing of such notice by the Company. (bii) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwriting. In such event, the right of any Rights Holder to include its his Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementoffering. Any Registrable Securities excluded from or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (ciii) Notwithstanding the foregoing, if the Company shall furnish to Rights the Initiating Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period; provided further , and provided, further, that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of itself or any Company Securitiesother stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (div) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (ia) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after After the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and 1.2 provided, however, that such registrations have been declared or ordered effectiveeffective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (iiib) during During the period starting with the date ninety (90) 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 180 days after the effective date of, a registration subject to Section 2.2 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith its best commercially reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereofeffective; or (ivc) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 1.4 below.

Request for Registration. (a) If the Company shall receive a written Investor Request from Charter at any time, or an Investor Request from Blue Truck at any time a written request from following the Rights Holders of at least ten percent (10%) of initial Public Offering following the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000date hereof, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests request to all Rights Holders and shalland, subject to the limitations of subsection 2.1(b)Section 2(c) below, use its best efforts to file (as soon expeditiously as practicable, and in any event within ninety sixty (9060) days of after the receipt of such requests, request) and use its best efforts to have declared effective a registration statement under the Securities Act covering with respect to all Registrable Securities which the Rights Holders request to be registered by the giving of notice to the Company within twenty thirty (2030) days of after the mailing of the Company's notice referred to above, each such notice by the Companyto be given in accordance with Section 18 below. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable ; PROVIDED, HOWEVER, that notwithstanding anything herein to the Companycontrary, in no event shall the Company be required to effect more than two underwritten offerings in any 12 month period. In such eventthe event of an underwritten offering, the right of any Rights Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such holder’s Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(eSection 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing so selected for such underwriting reasonably acceptable by a majority in interest of the Initiating Holders; PROVIDED, HOWEVER, that no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder (whether by indemnification, contribution or otherwise) shall be limited to an amount equal to the holders of at least a majority of net proceeds from the voting power of all Registrable Securities proposed to be included in offering received by such registrationHolder. Notwithstanding any other provision of this Section 2.12, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights the Holders thereof, including the Initiating Holdersof Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of Registrable Securities owned (on an as-converted basis) requested to be included in the registration. (c) The Company shall be obligated to effect no more than two (2) registrations pursuant to an Investor Request under this Section 2 by each participating Rights HolderCharter, and no more than one (1) registration pursuant to an Investor Request under this Section 2 by Blue Truck, subject to Section 2(a); providedPROVIDED, howeverHOWEVER, that the number Company shall not be obligated to effect more than one (1) registration pursuant to this Section 2 in any six (6) month period. A registration which does not become and remain effective throughout the proposed plan of shares distribution or six (6) months, whichever is shorter, will not be considered a registration required to be effected by the Company according to this Section 2(c). The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of a majority of the Initiating Holders of the Registrable Securities to be included registered (in which case all Initiating Holders shall bear such underwriting expenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration by the Initiating Holders); PROVIDED, HOWEVER, that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company different from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Initiating Holders shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that required to pay any Initiating Holder of such expenses and shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration retain their rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares2. (cd) Notwithstanding the foregoing, if the Company shall furnish to Rights the Initiating Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty up to sixty (12060) days after receipt of the request of the Initiating Holders; providedPROVIDED, howeverHOWEVER, that the Company may not utilize this right for more than once in any 12-month period; provided further that during such an aggregate of one hundred twenty (120)-day 120) days in any twelve (12) month period; PROVIDED, FURTHER, that if at the Company shall not file any registration statement pertaining to the public offering time of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any Investor Request for a registration pursuant to this Section 2.1: (i) after 2, the Company has effected six fixed plans (6following a resolution of the Board of Directors of the Company so authorizing) registrations to file within sixty (60) days after such request a registration statement covering the sale of any of its securities in a public offering under the Securities Act, no registration shall be required to be initiated pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 2 until ninety (90) days after the effective date of, a of such Company registration subject to Section 2.2 hereof; provided that unless the Company is actively employing in good faith its best efforts no longer proceeding diligently to cause effect such registration statement and so long as the Company shall provide the Holders with the right to become effective participate in such public offering pursuant to, and subject to, Section 3. (e) Upon the request of a majority of the Initiating Holders for the termination of a registration, the Company shall terminate such registration and such registration shall not be considered a registration required to be effected by the Company under Section 2(c); provided, that the Initiating Holders are entitled to join pay the expenses of such registration in accordance with Section 2.2 hereof; or (iv2(c) if unless excused from doing so under the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to proviso set forth in Section 2.3 below2(c).

Request for Registration. (a) If Subject to the conditions of this Section 3.2, if the Company shall receive at any time after the earlier of (i) August 15, 2008 or (ii) twelve (12) months after the effective date of the Company’s first firm commitment underwritten public offering of its Common Stock (the “Initial Offering”), a written request from the Rights Holders of at least ten thirty percent (1030%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$5,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 3.2, use its best efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 3.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 3.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany). Notwithstanding any other provision of this Section 2.13.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 3.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 3.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 3.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 3.6 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.13.2, a certificate signed by the Chief Executive Officer Company’s President or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12twelve-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Rights Holders of at least ten twenty-five percent (1025%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction covering the registration of underwriting discounts, commissions and expenses) of at least US$10,000,000Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(athis Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least by a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities owned held by each participating Rights Holder; providedall such Holders (including the Initiating Holders), however, provided that the number of shares of no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementin fact so included. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding In addition, the foregoingCompany shall not be required to effect a registration pursuant to this Section 1.2: (i) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than US$5,000,000; (iv) during the period starting with the date sixty (60) says prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (v) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (vi) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month period; twelve (12)-month period and provided further further, that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any other of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to shares during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereofdays; or (ivvii) if in any particular jurisdiction in which the Initiating Holders propose Company would be required to dispose execute a general consent to service of shares of Registrable Securities that process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 belowrequired under the Act.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten twenty-five percent (1025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$15,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2, and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least those Initiating Holders holding a majority of the voting power of all Registrable Securities proposed to be included in such registrationheld by all Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12-) month period; period and provided further that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder itself or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to other shareholder during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior day period (other than a registration relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six months after the effective date of the Initial Offering, a written request (the “Initial Request”) from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$5,000,000, then the Company shall, within ten (10) twenty days of the receipt thereofof the Initial Request, give written notice of such requests the Initial Request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests90 days, a registration statement under the Securities Act covering all the Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days after the mailing of the Company’s notice pursuant to this Section 1.2(a), and to use best efforts to cause such registration statement to become effective within one hundred twenty days of the mailing of such notice by the CompanyInitial Request. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)Company) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among the participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (1) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (2) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective, provided, that either (i) the distributions described in such registration statements have been completed or (ii) the registration statements continue to remain in effect and there are no “stop orders” in effect with respect to such registration statements; or (3) during the period starting with the date sixty days prior to the Company’s good faith estimate of the date of the filing of a Company-initiated registration subject to Section 1.3 hereof, provided the Company delivers notice to the Holders within thirty days of any request for registration under this Section 1.2, and ending on a date ninety days after such registration or in the case of the Initial Offering ending on a date one hundred eighty days after the effective date of such Initial Offering, provided that the Company is actively employing in good faith best efforts to cause such registration statement to become effective; or (4) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (5) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Initial Request, provided that such right to delay any request of the Initiating Holders; provided, however, that Holders under this Section 1 shall be exercised by the Company may not utilize this right more than once in any 12twelve-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction price, net of underwriting discountsdiscounts and commissions, commissions and expenses) of at least US$10,000,000$7,500,000, then the Company shall, within ten (10) 15 days of the receipt thereof, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b7.2(b), use its best efforts to file as soon as practicable, and in any event within ninety (90) 75 days of the receipt of such requestsrequest, a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) 30 days of the mailing of such notice by the CompanyCompany in accordance with Section 9.6. (b) If the Rights Holders initiating the registration request hereunder (“"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 7.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a7.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to by the holders Company with the approval of at least a majority in interest of the voting power of all Registrable Securities proposed to Initiating Holders, which approval shall not be included in such registrationunreasonably withheld. Notwithstanding any other provision of this Section 2.17.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right . (c) The Company is obligated to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and effect only two such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted registrations pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting7.2; provided, such holder may elect to withdraw therefrom by written notice to however, that the Company and shall not be obligated to effect such registration if the underwriters delivered at least ten (10) days prior to Company has, within the effective 12-month period preceding the date of the such request, already effected a registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated pursuant to a Rights Holder to the nearest one hundred (100) sharesthis Section 7.2. (cd) The Company is not obligated to initiate a registration pursuant to this Section 7.2 until the earlier of January 1, 1995 or three months after the Initial Public Offering. (e) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 7.2 a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Rights Holders of at least ten twenty-five percent (1025%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act with an covering the registration of at least twenty-five percent (25%) of the then outstanding Registrable Securities, or a lesser percent if the anticipated aggregate offering price (before deduction price, net of underwriting discountsdiscounts and commissions, commissions and expenses) of at least US$10,000,000would exceed $5,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to by the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities owned held by each participating Rights Holder; providedall such Holders (including the Initiating Holders), however, provided that the number of shares of no Registrable Securities to shall be included in such underwriting shall not be reduced excluded unless and until all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to securities of the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementhave been excluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding In addition, the foregoingCompany shall not be required to effect a registration pursuant to this Section 1.2: (i) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has 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 the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, 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 propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12-) month period; , provided further further, that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder itself or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to other stockholder during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date one ninety (90) days prior day period (other than a registration relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereofwhich the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (ivvi) if in any particular jurisdiction in which the Initiating Holders propose Company would be required to dispose execute a general consent to service of shares of Registrable Securities that process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 belowrequired under the Act.

Request for Registration. (a) If At any time, and from ------------------------ time to time, on and after the Company shall receive at any time a written request from Closing Date, the Rights Holders of at least ten percent (10%) 25% of the then Registrable Securities then outstanding (the "Initiating Holders") may request in a written ------------------ notice that the Company Corporation file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of underwriting discounts, commissions and expensesany or all Registrable Securities held by such Initiating Holders in the manner specified in such notice. Following receipt of any notice under this Section 4 the Corporation shall (x) of at least US$10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice notify all other Holders of such requests to all Rights Holders request in writing and shall(y) thereupon will, subject to the limitations of subsection 2.1(b)as expeditiously as possible, use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement cause to be registered under the Securities Act covering all Registrable Securities which that the Rights Initiating Holders request to and such other Holders have, within ten days after the Corporation has given such notice, requested be registered within twenty (20) days in accordance with the manner of the mailing of disposition specified in such notice by the CompanyInitiating Holders; provided, however, that, notwithstanding anything to the -------- ------- contrary contained herein, the Corporation shall not be required to have any such registration statement be declared effective by the SEC prior to the six month anniversary of the Closing Date. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company Corporation shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest clause (x) of the Initiating Holders and shall be reasonably acceptable to the CompanySection 4(a) above. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided hereinbelow. All Rights Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of internationally recognized standing selected the Initiating Holders and shall be approved by the Corporation, which approval shall not be unreasonably withheld. No Holder shall be required to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Securities by written notice to the Corporation, the managing underwriter and the Initiating Holders. The securities so withdrawn also shall be withdrawn from registration. (c) Notwithstanding any provision of this Agreement to the contrary, the Corporation shall not be required to effect a registration pursuant to this Section 4 during the period starting with the date of filing by the Corporation of, and ending on a date 180 days following the effective date of, (i) any registration statement requested under Section 4(a) or Section 6 or (ii) a registration statement pertaining to a public offering of securities for the account of the Corporation or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 5; provided that (x) the Corporation -------- shall actively employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering, the 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such underwriting offering. In addition, if the Corporation is not a registrant entitled to use Form S-3 or any successor thereto in connection with a requested registration, the Corporation shall not be required to effect a registration pursuant to this Section 4 unless the Holders requesting registration are requesting registration of at least the lesser of 5% of the outstanding Common Stock of the Corporation or their entire holding of Common Stock. (d) A registration requested pursuant to this Section 4 shall not be deemed to have been effected pursuant this Section 4 for purposes of Section 9 unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities). (e) Subject to the following sentence, if a requested registration pursuant to this Section 4 involves an underwritten offering and the managing underwriter advises the Corporation in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Corporation which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably acceptable related to the then current market value of such securities, the Corporation will include in such registration only the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the Corporation may include in such registration the securities the Corporation proposes to sell up to the number of securities that, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities. The Corporation will not include in any requested registration pursuant to this Section 4 any securities which are not Registrable Securities (other than securities of the Corporation) without the prior written consent of the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (cf) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of If the Board of Directors of the CompanyCorporation, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would be seriously detrimental materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation (collectively, a "Valid Business Reason"), the --------------------- Corporation may postpone filing a registration statement relating to a request for registration under this Section 4 until such Valid Business Reason no longer exists, but in no event for more than three months from the Company and its shareholders for date of the notice referred to below, and, in case any such registration statement has been filed the Corporation may, with respect to a registration effected pursuant to this Section 4, cause such registration statement to be filed withdrawn and it is therefore essential its effectiveness terminated or may, with respect to defer a registration effected pursuant to this Section 4 or Section 6, postpone amending or supplementing such registration statement; and the filing Corporation shall give written notice (a "Delay ----- Notice") of its determination to postpone or withdraw a registration statement ------ and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Upon the request of any holder of Registrable Securities included or to be included in any such registration statement, the Company shall have Corporation will disclose to such holder the right to defer nature of such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating HoldersValid Business Reason in reasonable detail; provided, howeverthat such holder executes a confidentiality agreement reasonably -------- satisfactory to the Corporation; provided, further, that any such -------- ------- confidentiality agreement shall terminate upon the Company may not utilize public disclosure of such Valid Business Reason. Notwithstanding the foregoing provisions of this right more than once in any 12-month period; provided further that during such one hundred twenty subparagraph (120)-day periodf), the Company shall not file any no registration statement pertaining to the public offering filed and subsequently withdrawn by reason of any Company Securities. (d) In addition, existing or anticipated Valid Business Reason as hereinabove provided shall count as one of the Company shall not be obligated to effect, or to take any action to effect, any four registration statements effected pursuant to this Section 2.1: 4 or Section 6 for purposes of Section 9 and the Corporation shall be entitled to serve only one Delay Notice (i) after the Company has effected six within any period of 270 consecutive days, if such Delay Notice relates to a request under Section 4(a) (or 180 consecutive days, if such Delay Notice relates to a request under Section 6) or (ii) with respect to any two consecutive registrations requested pursuant to this Section 2.1 and such registrations have been declared 4 or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below6.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) January 1, 2008, or (ii) 180 days after the effective date of registration statement pertaining to an IPO, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$25,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b2.2(b), use its best all commercially reasonable efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement cause to be registered under the Securities Act covering all of the Registrable Securities which the Rights Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a2.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwriting. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.12.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementoffering. Any Registrable Securities excluded from or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights the Initiating Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company (the “Board of Directors”) it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 2.4(b)(iii) more than once in any 12-month period; provided further , and provided, further, that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of itself or any Company Securitiesother stockholder during such 120-day period (other than in an IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.12.2: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after After the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 2.2 and such registrations have been declared or ordered effective, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 2.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (iiiii) during During the period starting with the date ninety (90) 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 180 days after the effective date of, a registration subject to Section 2.2 2.3 hereof, unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith its best all commercially reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereofeffective; or (iviii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 2.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$$10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its reasonable best efforts to file to, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, file a registration statement under the Securities Act covering with respect to all of the Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such notice registration statement to be declared effective by the CompanySEC as soon as practicable. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company‑initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith reasonable best efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S‑3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company stating intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month period; twelve (12)‑month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120)-day period, the Company shall not file any 120) day period (other than a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date ofstock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 2.02, if the Company shall receive receive, at any time after six (6) months have elapsed following the effective date of the IPO, a written request from the Rights Holders of Shareholders holding at least ten percent (10%) a majority of the Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 2.02, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,00050,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 2.02, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 2.02(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.02(a) and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 2.02(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and a majority in interest of the Initiating Holders and such holderHolders) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany). Notwithstanding any other provision of this Section 2.12.02, if the underwriter underwriter(s) advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders the Holders of Registrable Securities which that would otherwise be underwritten pursuant heretothereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.02: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.02, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on the date that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration subject to Section 2.03 below; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form F-3 or Form S-3 pursuant to Section 2.04 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 2.02 a certificate signed by the Chief Executive Officer Chairman of the Company Board, stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; and provided further that during such one hundred twenty (120)-day period, the Company shall not file register any securities for the account of itself or any other shareholder during such ninety (90)-day period (other than a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date ofshare plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) January 31, 2009 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten thirty-five percent (1035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$$10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If the Company shall receive at any time after six months after the effective date of the Qualified IPO, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$2,000,000 (net of any underwriters' discounts or commissions), then the Company shall, within ten (10) 20 days of the receipt thereofreceiving such request, give written notice of such requests request to all Rights Holders and shall, subject to the limitations of subsection 2.1(b1.2(b), use its best all commercially reasonable efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, effect a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) 20 days of the mailing of such notice by the Company. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders and shall whose Registrable Securities are to be reasonably acceptable to included in the Companyunderwriting. In such event, the right of any Rights Holder to include its his Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the Initiating Holders shall so advise all holders extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the extent necessary Registrable Securities (pro rata to the respective number of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned held by each participating Rights Holder); provided, however, that the number of shares of in any event all Registrable Securities to Shares must be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date any other shares of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) sharesCompany. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12twelve-month period; provided further , and provided, further, that during such one hundred twenty (120)-day period, the Company shall not file register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration statement pertaining relating solely to the public offering sale of any securities of participants in a Company Securitiesstock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.11.2: (i) after After the Company has effected six two (62) registrations pursuant to this Section 2.1 1.2 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during During the period starting with the date ninety (90) 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) 90 days after the effective date of, a registration subject to Section 2.2 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith its best all commercially reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; oreffective; (iviii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 1.4 below; or (iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.

Request for Registration. (a) If the Company shall receive at any time after the second anniversary of the date of this Agreement and during the Term of this Agreement, at a time when the Shares are listed on a Permitted Exchange, a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding Purchasers or their Transferees that the Company file a registration statement under the Securities Act with an covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price (before deduction price, net of underwriting discountsdiscounts and commissions, commissions and expenses) of at least US$would exceed $10,000,000), then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Purchasers or their Transferees and shall, subject to the limitations of subsection 2.1(b5.1(b), use its best efforts to file effect as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which the Rights Holders Purchasers or their Transferees request to be registered within twenty thirty (2030) days of the mailing of such notice by the Company. (b) If the Rights Holders Purchasers or their Transferees initiating the registration request hereunder (“"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 5.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a5.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder Purchaser or Transferee to include its Registrable Securities in such registration shall be conditioned upon such holder’s Purchaser's or Transferee's participation in such underwriting and the inclusion of such Purchaser's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderPurchaser or Transferee) to the extent provided herein. All Rights Holders Initiating Holders, Purchasers and Transferees proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e5.1(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationunderwriting. Notwithstanding any other provision of this Section 2.15.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Purchasers or Transferees holding Registrable Securities which would otherwise be underwritten pursuant heretothereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned of the Company held by each participating Rights HolderPurchaser or Transferee; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Initiating Holders requesting a registration statement pursuant to this Section 2.1, 5.1 a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12-) month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.15.1: (i) after the Company has effected six in the aggregate two (62) registrations pursuant to this Section 2.1 5.1 and Section 5.3 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date ninety one hundred eighty (90180) days after the effective date of, a registration subject to Section 2.2 5.2 hereof; provided that the Company is actively employing in good faith its best all reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereofeffective; or (iviii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 S-3 pursuant to a request made pursuant to Section 2.3 5.3 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier to occur of (i) the third anniversary of the date of the Prior Agreement and (ii) the date 180 days after the closing of the first public offering of the Corporation’s securities, the Corporation shall receive a written request from the Rights Holders of at least ten percent (10%specifying that it is being made pursuant to this Section 2) of the Registrable Securities then outstanding that the Company Corporation file a registration statement under the Securities Act Act, or a similar document pursuant to any other statute then in effect corresponding to the Securities Act, such request received from one or more Holders that hold, in the aggregate, more than 50% of the then outstanding shares of Registrable Shares, requesting a registration with an a reasonably anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) to the public of at least US$10,000,000$5,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice Corporation shall promptly notify all other Holders of such requests to all Rights Holders request and shall, subject to the limitations of subsection 2.1(b), shall use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement cause all Registrable Shares that Holders have requested be registered to be registered under the Securities Act covering all Registrable Securities on Form S-1 or any other available form the use of which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice is approved by the Company. (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed Shares that are to be included in such registration. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if (A) the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company Corporation shall not be obligated to effect, or to take any action to effect, any effect a registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) 2 during the period starting with the date ninety (90) days prior to the CompanyCorporation’s good faith estimate of the estimated date of filing of, and ending on a date ninety one hundred eighty (90180) days after following the effective date of, a registration subject statement pertaining to Section 2.2 hereof; an underwritten public offering of securities for the account of the Corporation, provided that the Company Corporation notifies the initiating Holders in writing of such registration and underwriting within thirty (30) days following their request and is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join Corporation’s estimate of the date of filing such registration statement is made in accordance good faith; (B) the Corporation shall not be obligated to effect more than two registrations at the request of the Holders of Preferred Stock pursuant to this Section 2, provided, that a registration will not be counted as “effected” for purposes of this Section 2 until such time as the applicable registration statement has been declared effective by the SEC, unless the Holders initiating such registration withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one registration statement pursuant to this Section 2, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then such withdrawn registration statement shall not be counted as “effected” for purposes of this Section 2.2 hereof2; or and (ivC) if the Initiating Corporation shall furnish to the Holders propose a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to dispose of shares of Registrable Securities the Corporation or its stockholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that may the Corporation shall not be immediately registered on Form F-3 pursuant permitted to a request made pursuant to Section 2.3 belowso defer its obligation more than once in any twelve (12) month period.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten percent (10%) two-thirds of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction covering the registration of underwriting discounts, commissions and expenses) of at least US$10,000,000Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting underwritten public offering shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement). Any Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding The Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the foregoingCompany would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish furnishes to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten percent (10%) a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$15,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders (including the Key Holders), and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2, and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least those Initiating Holders holding a majority of the voting power of all Registrable Securities proposed to be included in such registrationheld by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.this

Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$15,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 2.1, use its best commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 2.1(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.1, and the Company shall include such information in the written notice referred to in subsection Section 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least those Initiating Holders holding a majority of the voting power of all Registrable Securities proposed to be included in such registrationthen held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve (12-) month period; and provided further that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder itself or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to other stockholder during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior day period (other than a registration relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section ‎1.2, if the Company shall receive at any time following the earlier of (i)five (5) years after the date of this Agreement or (ii) six (6) months following the Initial Offering, a written request from the Rights Holders holders of at least ten the Preferred Shares holding more thanfifty percent (1050%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction covering the registration of underwriting discounts, commissions and expenses) of at least US$10,000,000Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders (other than the Initiating Holders), and shall, subject to the limitations of subsection 2.1(b)this Section ‎1.2, use its best efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company. (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made ’s notice pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1‎1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities on a pro rata basis based on the number of Ordinary Shares issued or issuable upon conversion of Preferred Shares held by all participating Rights Holders thereof, including the Initiating such Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided, however, that in any event the number of shares of Registrable Securities to held by the holders of Series B-1 Preferred Sharesto be included in such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder . (b) The Company shall have the right not be required to withdraw its request for effect a registration from the underwriting by written notice pursuant to this Section ‎1.2: (i) after the Company has effected two (2) registrations pursuant to this Section ‎1.2, and such registrations have been declared or ordered effective; or (ii) during the underwriters delivered at least ten period starting with the date sixty (1060) days prior to the effective Company’s good faith estimate of the date of the registration statementfiling of, and such withdrawal request for registration shall not be deemed to constitute ending on a date one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten hundred eighty (10180) days prior to following the effective date of, a Company-initiated registration subject to Section ‎1.3below, provided that the Company is actively employing in good faith efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall that may be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated registered on Form S-3 pursuant to a Rights Holder to the nearest one hundred (100) shares.Section ‎1.4hereof; or (civ) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1‎1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (ivv) if the Initiating Holders propose to dispose anticipated aggregate offering price (net of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 belowany underwriters’ discounts or commissions) is less than $4,000,000.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten fifty percent (1050%) of the Registrable Securities then outstanding Series B Preferred Stock (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000more than $20,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a) to the Holders in accordance with Section 3.5. (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority in interest of the voting power of all Registrable Securities proposed to be included in such registrationInitiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month twelve (12)-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one hundred eighty (180) days after the effective date of the Initial Offering, a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$$10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 1.2, use its best all commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 1.2(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(aSection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registrationCompany). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any 12-month period; twelve (12)-month period and provided further that during such one hundred twenty (120)-day period, the Company shall not file register any registration statement pertaining to securities for the public offering account of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder itself or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to other stockholder during such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior day period (other than a registration relating solely to the Company’s good faith estimate sale of the date securities of filing of, and ending on participants in a date ninety (90) days after the effective date ofCompany stock plan, a registration subject relating to Section 2.2 hereof; provided a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the Company is actively employing same information as would be required to be included in good faith its best efforts to cause such a registration statement to become effective and that covering the Holders are entitled to join such sale of the Registrable Securities, or a registration in accordance with Section 2.2 hereof; or (iv) if which the Initiating Holders propose to dispose only Common Stock being registered is Common Stock issuable upon conversion of shares of Registrable Securities debt securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 beloware also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) four (4) years from the date of the Initial Closing and (ii) six (6) months after the effective date of the Initial Offering or Direct Listing, a written request from the Rights Holders of at least ten percent (10%) 50% of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000$30,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such requests request to all Rights Holders Holders, and shall, subject to the limitations of subsection 2.1(b)this Section 2.1, use its best commercially reasonable efforts to file effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering of all Registrable Securities which that the Rights Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company’s notice pursuant to this Section 2.1(a). (b) If the Rights Initiating Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.1, and the Company shall include such information in the written notice referred to in subsection Section 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, event the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holderHolder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the holders of at least those Initiating Holders holding a majority of the voting power of all Registrable Securities proposed to be included in such registrationthen held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders Company shall so advise all holders Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all participating Rights such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in excluded from such underwriting shall not be reduced unless all other Company Securities securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statementexcluded. Any Registrable Securities excluded or withdrawn from such underwritten offering underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to this Section 2.1: (i) after in any particular jurisdiction in which the Company has effected six (6) registrations pursuant would be required to this Section 2.1 execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and such registrations have been declared or ordered effectiveexcept as may be required under the Act; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 2.1, and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety sixty (9060) days prior to the Company’s good faith estimate of the date of the filing of, of and ending on a date ninety one hundred eighty (90180) days after following the effective date of, of a Company-initiated registration subject to Section 2.2 hereof; below, provided that the Company is actively employing in good faith its best commercially reasonable efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; oreffective; (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made S-3 pursuant to Section 2.3 belowhereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period ; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).