Common use of Form F-3 Registration Clause in Contracts

Form F-3 Registration. (a) In case the Company shall receive from a Holder a written request or requests that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holder, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Initiating Holders a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Preferred Registrable Securities owned by such HolderHolder or Holders, then the Company shall promptly shall: (a) within ten (10) days after receipt of any such request, give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Preferred Registrable Securities; and, subject (b) use its reasonable best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Preferred Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.31.4: (i) a. if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) b. if such Holdersthe Holders Preferred Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000fifteen million US Dollars ($15,000,000); (iii) c. if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.4; provided, provided however, that the Company shall not register utilize this right more than once in any twelve (12) months period; d. if the Company has, within the twelve (12) months period preceding the date of its other securities during such ninety request, already effected two (902) day periodregistrations on Form F-3 for the Holders pursuant to this Section 1.4; or (iv) e. in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a registration statement covering the Preferred Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. Registrations effected pursuant to service of process in that jurisdiction and except this Section 1.4 shall not be counted as may be required by the Securities Actrequests for registration effected pursuant to Section 1.2.

Form F-3 Registration. (a) In case the Company shall receive at any time commencing six (6) months (or any longer period as required by law or regulation) after the effective date of the IPO from a Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such the Holder, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b) other Holders and (c)the Company shall: Use best efforts to effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such all of the Holder’s Registrable Securities of such Holder as are specified in such request, together with request and all or such portion of the Registrable Securities of any other Holder joining held by such Holders who wish to participate in such request as are specified in a demand registration and provide the Company with written request given requests for inclusion therein within fifteen (15) days after the receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above’s notice; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3section 4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day periodHolder; or (ivii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance; or (iii) the requested registration would have an aggregate offering price of all Registrable Shares sought to be registered, net of underwriting discounts and commissions, below $1,500,000. Subject to the foregoing, the Company is already qualified to do business or subject to service shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of process in that jurisdiction and except the request of a Holder as may be required by the Securities Actaforesaid.

Form F-3 Registration. (a) The Company shall use its best efforts to qualify for registration on Form F-3. In case the Company shall receive from a any Rights Holder or Rights Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (any comparable or successor form and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderRights Holder(s), then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Rights Holders; and, subject (b) use its best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Rights Holder’s or Rights Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Rights Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Rights Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose Rights Holders intend to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment after the deduction of any underwriters’ discounts or commissions) of less than US$1,000,000500,000; (iii) if the Company shall furnish to the Holder requesting such Registration Rights Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration right Holder(s) under this Section 2.3; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities 12-month period; provided further that during such ninety one hundred twenty (90) day 120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities ; or (iv) in any particular jurisdiction in which if, within the 12-month period preceding the date of such request, the Company would be required has already effected two (2) registrations on Form F-3 for the Rights Holders pursuant to qualify this Section 2.3; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to do business or Section 2.2; provided that the Rights Holders are entitled to execute a general consent join such registration in accordance with Section 2.2 hereof. (c) Subject to service of process in effecting such Registrationthe foregoing, qualification or compliance unless the Company is already qualified shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holders. Registrations effected pursuant to do business this Section 2.3 shall not be counted as demands for registration or subject registrations effected pursuant to service Sections 2.1 or 2.2, respectively. Subject to the Section 2.3(b), there shall be no limit on the number of process in that jurisdiction and except as times the Rights Holders may be required by the request registration of Registrable Securities Actunder this Section 2.3.

Form F-3 Registration. (ai) In At any time during the three (3) year period following the expiration of the Lock-up Period, in case the Company Puyi shall receive from a Holder any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder a written request or requests that the Company Puyi effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or Registrable Shares, Puyi shall within twenty (20) days after receipt of any part of the Registrable Securities owned by such Holder, then the Company shall promptly request give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; andFanhua Parties, subject and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to the provisions of Sections 2.3(b) participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (c), as soon as practicable but in no later than forty-five (4515) days after the receipt of the request of such Holder▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the Companyforegoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (biii) Notwithstanding anything to the contrary provided aboveforegoing, the Company Puyi shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: 5.3, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; Fanhua Parties; (ii) if such Holdersthe Fanhua Parties, together with the holders of any other securities of the Company Puyi entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$One Million United States dollars ($1,000,000; ); (iii) if the Company Puyi shall furnish to the Holder requesting such Registration Fanhua Parties a certificate signed by the Chairman President or CEO of the Board of Directors of the Company ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of the Company, Puyi it would be materially seriously detrimental to the Company and Puyi or its shareholders for such Registration Form F-3 registration statement to be effected at such time, in which event the Company Puyi shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Fanhua Parties under this Section 2.35.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the Company shall not register any date of its other securities during filing such ninety registration statement is made in good faith; (90) day period; or (ivv) in any particular jurisdiction in which the Company Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is compliance; or (vi) if Puyi has already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Acteffected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders (including each of the Investors) of at least 25% of the Registrable Securities a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) IS days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3Clause 21.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000$3,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the CEO or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders Shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3Clause 21.3; provided, provided however, that the Company shall not register utilise this right more than once in any of its other securities during such ninety (90) day twelve month period; or (iv) in any particular jurisdiction in which if the Company would be required has, within the 12 month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to qualify this Clause 21.3. (c) Subject to do business or to execute a general consent to service of process in effecting such Registrationthe foregoing, qualification or compliance unless the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. Registrations effected pursuant to service of process in that jurisdiction and except this Clause 21.3 shall not be counted as may be required by the Securities Actrequests for registration effected pursuant to Clause 21.1.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Initiating Holders a written request or requests that the Company effect a Registration registration on Form F-3, at a time when the Company is eligible to register securities for a secondary offering by its stockholders on SEC Securities Act Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part successor form to Form F-3, regardless of the Registrable Securities owned by such Holderits designation), then the Company shall promptly shall: 4.1 within ten (10) days after receipt of any such request, give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject 4.2 use its best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.34: (ia) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (iib) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$$1,000,000; (iiic) if the Company shall furnish to has, within the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under Holders pursuant to this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period4; or (ivd) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is already qualified required pursuant to do business or subject this Section 24 – it will not be able to service excuse itself from the request based on this exclusion. (e) If the Company shall furnish to all the holders of process Registrable Securities who joined in that jurisdiction and except as may be required the request for registration pursuant to Section 4 a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company according to which in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for any registration to be effected as requested under Section 4, then the Company shall have the right to defer the filing of a registration statement under the Securities Act with respect to such requested offering for a period of not more than ninety (90) days from delivery of the request of the Holders in accordance with Section 4.1 above; provided, however, that the Company may not utilize this right more than once in any twelve-month period; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such 90-day period (other than (i) a registration relating solely to the sale of securities of participants in a Company equity incentive plan or a corporate reorganization or transaction under Rule 145 of the Act, a registration or (ii) a registration by the Company which commenced prior to the registration provided under this Section 4). 4.3 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 4 shall not be counted as requests for registration effected pursuant to Section 2 and there shall be no limit on such requests.

Form F-3 Registration. (a) The Company shall use its best efforts to qualify for registration on Form F-3. In case the Company shall receive from a the Rights Holder a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (any comparable or successor form and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such Rights Holder, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject rights holders; (b) use its best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Rights Holder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the HoldersRights Holder; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose Rights Holder intends to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment after the deduction of any underwriters’ discounts or commissions) of less than US$1,000,000500,000; (iii) if the Company shall furnish to the Rights Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration rights Holder(s) under this Section 2.3; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities 12-month period; provided further that during such ninety one hundred twenty (90) day 120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities ; or (iv) in any particular jurisdiction in which if, within the 12-month period preceding the date of such request, the Company would be required has already effected two (2) registrations on Form F-3 for the Rights Holder pursuant to qualify this Section 2.3; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to do business or Section 2.2; provided that the Rights Holder is entitled to execute a general consent join such registration in accordance with Section 2.2 hereof; and (c) Subject to service of process in effecting such Registrationthe foregoing, qualification or compliance unless the Company is already qualified shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holder. Registrations effected pursuant to do business this Section 2.3 shall not be counted as demands for registration or subject registrations effected pursuant to service Sections 2.1 or 2.2, respectively. Subject to the Section 2.3(b), there shall be no limit on the number of process in that jurisdiction and except as times the Rights Holder may be required by the request registration of Registrable Securities Actunder this Section 2.3.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3section 1.4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder Holders requesting such Registration a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and its shareholders for such Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve-month period and provided further that the Company shall not register any securities for the account of its itself or any other securities shareholder during such ninety (90) day periodperiod (other than a registration relating solely to the sale of securities of participants in a Company shares 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 Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered); or (iv) in any particular jurisdiction in which if the Company would be required has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to qualify this Section 1.4. (c) If the Initiating Holders intend to do business or to execute a general consent to service distribute the Registrable Securities covered by their request by means of process in effecting such Registrationan underwriting, qualification or compliance unless they shall so advise the Company is already qualified as a part of their request made pursuant to do business this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or subject requests of the Initiating Holders. Registrations effected pursuant to service of process in that jurisdiction and except this Section 1.4 shall not be counted as may be required by the Securities Actrequests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Eligible Holder(s) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holderthe Investor, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b) and (c)shall, as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder the Holders as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from the Companycontemplated above. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.3: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii2) if the aggregate anticipated price to the public of any Registrable Securities which such HoldersHolders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of is less than US$1,000,000500,000 (or the equivalent thereof in other currencies); (iii3) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors of the Company Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.32.3(a); provided, provided that the Company shall not register any of its other securities Shares during such ninety (90) day period; or (iv4) in any particular jurisdiction in if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Company would Registrable Securities have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be required included in such registration) pursuant to qualify to do business Section 2.1(b) or to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActSection 2.2(b).

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders of Registrable Securities who together hold in aggregate not less than ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (any successor to Form F-3) or any similar short-form registration statement and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall promptly will: (a) within ten (10) days give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but practicable, and in no later than any event within forty-five (45) days after receipt of the request of such Holderdays, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.33.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders;, or (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$one million dollars ($1,000,000), or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iiiiv) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under applicable law or a material agreement of the Company, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.33.3; provided, provided however, that the Company shall may not register invoke this right more than once in any of its other securities during such ninety twelve (9012) day month period; or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 3.3, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as demands for registration or subject registrations effected pursuant to service of process in that jurisdiction and except as may be required by the Securities ActSection 3.1.

Form F-3 Registration. (a) In case the event that the Company shall receive from a any Major Shareholder or any ION Holder a written request or requests that the Company effect a Registration shelf registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned (if no Form F-3 is then on file and available for use by such Holderthe Holders), then the Company shall promptly will within ten (10) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within seven (c), as soon as practicable but in no later than forty-five (457) days after the receipt of the request of Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary ; provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification qualification, compliance or compliance offering, pursuant to this Section 2.3: 2.5, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; registration or offering; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Major Shareholder a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or Shelf Takedown for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Major Shareholder under this Section 2.3, 2.5; provided that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iviii) in during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to qualify to do business or to execute a general consent to service of process in effecting such Registrationan employee benefit plan), qualification or compliance unless provided that the Company is already qualified actively employing in good faith reasonable efforts to do business or cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to service of process in that jurisdiction the limits and except rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be required by the necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities Actthereunder.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Investor a written request or requests that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holderthe Investor, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; andthen, subject to the provisions of this Sections 2.3(b2.2(b) and (c), as soon as practicable but in no event later than forty-five (45) days after receipt of the request of such Holderthe Investor, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder the Investor as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.32.2: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the HoldersInvestor; (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose Investor proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,0005,000,000; (iii3) if the Company shall furnish to the Holder requesting such Registration Investor a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.32.2, provided that the Company shall not register any of its other securities during such ninety (90) day period; or; (iv4) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or (5) if the Company has, within the twelve (12)-month period preceding the date of such request, already effected two (2) Registrations on Form F-3 for the Investor pursuant to this Section 2.2 excluding any Registrations from which Registrable Securities have been excluded despite the Investor’s request that they be included.

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders of Registrable Securities who together hold in aggregate not less than 10% of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (any successor to Form F-3) or any similar short-form registration statement and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders;, or (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$one million dollars ($1,000,000), or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iiiiv) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board (or, in the absence of Directors a Chairman of the Board, a lead independent director or director exercising a similar function) of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 2.3, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or subject registrations effected pursuant to service of process in that jurisdiction and except as may be required by the Securities ActSection 2.1.

Form F-3 Registration. (a) In case After the Company meets the eligibility requirements applicable for the use of Form F-3, the Company will use its best efforts to make, at all times thereafter, registration of Form F-3 available for the sale of Registrable Securities. At any time thereafter, if the Company shall receive from a Holder have received a written request or requests (the “Form F-3 Request”) from Shareholders holding at least 30% of the voting power underlying the outstanding Registrable Securities (the “Form F-3 Initiators”), then any Shareholder shall have the right to request that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such Holder, then holder (such requests to be in writing and stating the Company shall promptly give written notice number of shares of Registrable Securities to be disposed of and the proposed Registration and intended methods of disposition of such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions Shares by such holders of Sections 2.3(b) and (cRegistrable Securities), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderprovided, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified in such requesthowever, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.3Clause 2.4: (i) if Form F-3 the holder or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose Registrable Securities proposing to sell Registrable Securities intend to sell such Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts underwriter’s commission or commissionsdiscounts) of less than US$1,000,0001,000,000 (one million United States Dollars); (iiiii) if the Company shall furnish to has, within the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for a period holder or holders of not more than ninety Registrable Securities pursuant to this Clause 2.4; or (90iii) days in the circumstances described in Clause 2.2(b)(iv) or (v). (b) If a request complying with the requirements of Clause 2.4(a) is delivered to the Company, the provisions of Clause 2.2(a)(i) and (ii) shall apply to such registration. If the registration is for an underwritten offering, the provisions of Clause 2.2 (c), (d) and (e) shall apply to such registration. (c) Subject to the foregoing, the Company shall use its best efforts to file a registration statement on Form F-3 covering the Registrable Securities and other Shares so requested to be registered as soon as practicable after receipt of the request or requests of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any holder or holders of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActRegistrable Securities.

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder any Major Shareholder or the Sponsor a written request or requests that the Company effect a Registration shelf registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned (if no Form F-3 is then on file and available for use by such Holderthe Holders), then the Company shall promptly will within ten (10) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within seven (c), as soon as practicable but in no later than forty-five (457) days after the receipt of the request of Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary ; provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification qualification, compliance or compliance offering, pursuant to this Section 2.3: 2.5, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; registration or offering; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Major Shareholder a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or Shelf Takedown for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Major Shareholder under this Section 2.3, 2.5; provided that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iviii) in during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to qualify to do business or to execute a general consent to service of process in effecting such Registrationan employee benefit plan), qualification or compliance unless provided that the Company is already qualified actively employing good faith reasonable efforts to do business or cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to service of process in that jurisdiction the limits and except rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be required by necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) shall include references to Form S-3 (or any “short-form” successor thereto) if the Securities ActCompany ceases to be eligible to use Form F-3.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Investor a written request or requests that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holderthe Investor, then the Company shall promptly give written notice of the proposed Registration and such Holderthe Investor’s request therefor, and any related qualification or compliance, to all other Holders and the Existing Registration Right Holders; and, subject to the provisions of this Sections 2.3(b2.2(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such HolderInvestor, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder the Investor as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.32.2: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,0005,000,000; (iii3) if the Company shall furnish to the Holder Investor requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.32.2, provided that the Company shall not register any of its other securities during such ninety (90) day period; or; (iv4) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or (5) if the Company has, within the twelve (12)-month period preceding the date of such request, already effected two (2) Registrations on Form F-3 for the Investor pursuant to this Section 2.2 excluding any Registrations from which Registrable Securities have been excluded despite an Investor’s request that they be included.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Investor a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holderthe Investor, then the Company shall promptly give written notice of the proposed Registration registration and such Holderthe Investor’s request therefor, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject to the provisions of Sections 2.3(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder the Investor as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from the Companycontemplated above. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.33.3: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii2) if the aggregate anticipated price to the public of any Registrable Securities which such HoldersHolders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of is less than US$1,000,000500,000 (or the equivalent thereof in other currencies); (iii3) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors of the Company Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration or other Holders under this Section 2.33.3(a); provided, provided that the Company shall not register any of its other securities Shares during such ninety (90) day period; or (iv4) in any particular jurisdiction in if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Company would Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be required included in such registration) pursuant to qualify to do business Section 3.1(b) or to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActSection 3.2(b).

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders of the Registrable Securities a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: 3.11, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000; ]; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.33.11; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Actcompliance.

Form F-3 Registration. (a) At any time when the Company is eligible to file a registration statement on Form F-3, the Holders of Registrable Securities may require the Company to file a registration statement on Form F-3. In case the Company shall receive from a Holder the Holders of Registrable Securities a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject ; (b) use its best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboverequest, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.34: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, Holders propose to sell Registrable Securities and such other securities (if any) at an expected aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,0002,500,000; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman chief executive officer or chairman of the Board of Directors board of the Company stating that in the good faith judgment of the Board board of Directors directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to either become effective or remain effective for as long as such registration statement would be effected at required to remain effective, because such timeaction would (A) materially interfere with a significant financing, in which event acquisition, corporate reorganization, or other similar transaction involving the Company; (B) require premature disclosure of any financing, material transaction or other material information that the Company has a bona fide business purpose for preserving as confidential; or (C) render the Company unable to comply with the requirements of the Securities Act or 1934 Act, then the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.34; provided, provided however, that the Company shall not register utilize this right more than once in any 12 month period; (iv) if the Company has, within the 12 month period preceding the date of its other securities during such ninety (90) day periodrequest, already effected one registration on Form F-3 for the Holders pursuant to this Section 4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance compliance, unless the Company is already qualified to do business or subject to service of process in that such jurisdiction and except as may be required by under the Securities Act; (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 4 shall not be counted as requests for registration effected pursuant to Sections 2.

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder any Major Shareholder or the Sponsor a written request or requests that the Company effect a Registration shelf registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned (if no Form F-3 is then on file and available for use by such Holderthe Holders), then the Company shall promptly will within ten (10) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within seven (c), as soon as practicable but in no later than forty-five (457) days after the receipt of the request of Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary ; provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification qualification, compliance or compliance offering, pursuant to this Section 2.3: 2.5, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; registration or offering; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Major Shareholder a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Company Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or Shelf Takedown for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Major Shareholder under this Section 2.3, 2.5; provided that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iviii) in during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to qualify to do business or to execute a general consent to service of process in effecting such Registrationan employee benefit plan), qualification or compliance unless provided that the Company is already qualified actively employing good faith reasonable efforts to do business or cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.2 and subject to service of process in that jurisdiction the limits and except rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be required by necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) shall include references to Form S-3 (or any “short-form” successor thereto) if the Securities ActCompany ceases to be eligible to use Form F-3.

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders of Registrable Securities who together hold in aggregate not less than 10% of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (any successor to Form F-3) or any similar short-form registration statement and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders;, or (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$one million dollars ($1,000,000), or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iiiiv) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 2.3, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or subject registrations effected pursuant to service of process in that jurisdiction and except as may be required by the Securities ActSection 2.1.

Form F-3 Registration. (a) In case the Company shall receive from a Holder an Investor a written request or requests that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such HolderInvestor, then the Company shall promptly give written notice of the proposed Registration and such HolderInvestor’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of this Sections 2.3(b2.2(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such HolderInvestor, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder Investor as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.32.2: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,00020,000,000; (iii3) if the Company shall furnish to the Holder Investor requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.32.2, provided that the Company shall not register any of its other securities during such ninety (90) day period; or; (iv4) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or (5) if the Company has, within the twelve (12)-month period preceding the date of such request, already effected two (2) Registrations on Form F-3 for any Investors pursuant to this Section 2.2 excluding any Registrations from which Registrable Securities have been excluded despite an Investor’s request that they be included.

Form F-3 Registration. (a) In case the Company shall receive from a Holder any Holder[s] of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use diligent efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect registration and such Registration and all such reasonable qualifications and compliances as may be so reasonably requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000$2,000,000.00; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders stockholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period and provided further, that the Company shall not register any other of its other securities shares during such ninety (90) 120 day period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 2.3; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified compliance. (c) Registrations effected pursuant to do business or subject this Section 2.3 shall not be counted as requests for registration effected pursuant to service of process in that jurisdiction and except as may be required by the Securities ActSection 2.1.

Form F-3 Registration. (a) In case Request for a Form F-3 Registration. Upon the Company becoming eligible for use of Form F-3 or S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from a Holder one or more of the Designated Holders (the “F-3 Initiating Holders”), a written request or requests that the Company effect a Registration register, under the Securities Act on Form F-3 or S-3S-3 (or any successor form then in effect) (an “F-3 Registration”), as applicable (and any related qualification or compliance) with respect to all or any part a portion of the Registrable Securities owned by such HolderF-3 Initiating Holders, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all of the Designated Holders (other Holders; and, subject to the provisions of Sections 2.3(bthan F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) and at least ten (c), as soon as practicable but in no later than forty-five (4510) days after receipt of before the request anticipated filing date of such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.3: (i) if Form F-3 or S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as applicableeach such Designated Holder may request in writing to the Company, or similar formgiven within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the F-3 Initiating Holders, is not available such F-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each F-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering by the Holders; Registrable Securities of the F-3 Initiating Holders and (ii) if use its reasonable best efforts to (x) cause such Holdersregistration pursuant to this Section 5(a) to become and remain effective as soon as practicable, together with the holders of but in any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more later than ninety (90) days after receipt it receives a request therefor and (y) include in such offering the Registrable Securities of the request of the Investor requesting Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 2.3, provided that 5(a)) who have requested in writing to participate in such registration on the Company shall not register any same terms and conditions as the Registrable Securities of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActF-3 Initiating Holders included therein.

Form F-3 Registration. (a) In case the Company shall receive from a Holder an Investor a written request or requests that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such HolderInvestor, then the Company shall promptly give written notice of the proposed Registration and such HolderInvestor’s request therefor, and any related qualification or compliance, to all other Holders and the Existing Registration Right Holders; and, subject to the provisions of this Sections 2.3(b2.2(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such HolderInvestor, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder Investor as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.32.2: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,0005,000,000; (iii3) if the Company shall furnish to the Holder Investor requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.32.2, provided that the Company shall not register any of its other securities during such ninety (90) day period; or; (iv4) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or (5) if the Company has, within the twelve (12)-month period preceding the date of such request, already effected two (2) Registrations on Form F-3 for any Investors pursuant to this Section 2.2 excluding any Registrations from which Registrable Securities have been excluded despite an Investor’s request that they be included.

Form F-3 Registration. (a) The Company shall use its best efforts to qualify for registration on Form F-3. In case the Company shall receive from a any Rights Holder or Rights Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (any comparable or successor form and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderRights Holder(s), then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Rights Holders; and, subject (b) use its best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Rights Holder’s or Rights Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Rights Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Rights Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose Rights Holders intend to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment after the deduction of any underwriters’ discounts or commissions) of less than US$1,000,000[500,000]; (iii) if the Company shall furnish to the Holder requesting such Registration Rights Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration right Holder(s) under this Section 2.3; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities 12-month period; provided further that during such ninety one hundred twenty (90) day 120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities ; or (iv) in any particular jurisdiction in which if, within the 12-month period preceding the date of such request, the Company would be required has already effected two (2) registrations on Form F-3 for the Rights Holders pursuant to qualify this Section 2.3; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to do business or Section 2.2; provided that the Rights Holders are entitled to execute a general consent join such registration in accordance with Section 2.2 hereof. (c) Subject to service of process in effecting such Registrationthe foregoing, qualification or compliance unless the Company is already qualified shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holders. Registrations effected pursuant to do business this Section 2.3 shall not be counted as demands for registration or subject registrations effected pursuant to service Sections 2.1 or 2.2, respectively. Subject to the Section 2.3(b), there shall be no limit on the number of process in that jurisdiction and except as times the Rights Holders may be required by the request registration of Registrable Securities Actunder this Section 2.3.

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder any Major Shareholder or the Sponsor a written request or requests that the Company effect a Registration shelf registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned (if no Form F-3 is then on file and available for use by such Holderthe Holders), then the Company shall promptly will within ten (10) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within seven (c), as soon as practicable but in no later than forty-five (457) days after the receipt of the request of Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary ; provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification qualification, compliance or compliance offering, pursuant to this Section 2.3: 2.5, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; registration or offering; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Major Shareholder a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or Shelf Takedown for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Major Shareholder under this Section 2.3, 2.5; provided that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iviii) in during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to qualify to do business or to execute a general consent to service of process in effecting such Registrationan employee benefit plan), qualification or compliance unless provided that the Company is already qualified actively employing good faith reasonable efforts to do business or cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section ‎2.3 and subject to service of process in that jurisdiction the limits and except rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be required by necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) shall include references to Form S-3 (or any “short-form” successor thereto) if the Securities ActCompany ceases to be eligible to use Form F-3.

Form F-3 Registration. (a) In case Request for a Form F-3 Registration. Upon the Company becoming eligible for use of Form F-3 or S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the General Atlantic Shareholders as a Holder group, acting through GA LLC or its written designee (the “F-3 Initiating Holders”), a written request or requests that the Company effect a Registration register, under the Securities Act on Form F-3 or S-3S-3 (or any successor form then in effect) (an “F-3 Registration”), as applicable (and any related qualification or compliance) with respect to all or any part a portion of the Registrable Securities owned by such HolderF-3 Initiating Holders, then the Company shall promptly give written notice of such request to all of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form F-3 or S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the F-3 Initiating Holders, such F-3 Registration and such Holder’s request thereforshall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each F-3 Registration, and any related qualification or compliance, to all other Holders; andthe Company shall, subject to Section 5(b), (i) include in such offering the provisions Registrable Securities of Sections 2.3(b) the F-3 Initiating Holders and (c), ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable practicable, but in no any event not later than forty-five (45) days after receipt of the it receives a request of such Holder, effect such Registration therefor and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified (y) include in such request, together with all or such portion of offering the Registrable Securities of any the Designated Holders (other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.3: (i) if Form than F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at Initiating Holders which have requested an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting F-3 Registration under this Section 2.3, provided that 5(a)) who have requested in writing to participate in such registration on the Company shall not register any same terms and conditions as the Registrable Securities of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActF-3 Initiating Holders included therein.

Form F-3 Registration. (a) In case If at any time when it is eligible to use a Form F-3 registration statement the Company shall receive from a Holder the Holders of at least fifteen percent (15%) of the Registrable Securities (for purposes of this Section 2.3, the “F-3 Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use its commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)file, as soon as practicable but in no later than forty-five (45) days after receipt following expiration of the request of such Holderfifteen (15) day period mentioned below, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate a Form F-3 registration statement under the Act covering the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,00025,000,000; (iii) if the Company shall furnish to the Holder all Holders requesting such Registration a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its shareholders for such Registration registration statement to be effected or remain effective for as long as such registration statement otherwise would be required to remain effective at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of the Investor requesting Registration under this Section 2.3, F-3 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 its itself or any other securities shareholder during such ninety one hundred and twenty (90120) day period; orperiod (other than an Excluded Registration); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 pursuant to this Section 2.3 (if the F-3 Initiating Holders withdraw their request for such registration or elect not to pay the registration expenses therefor, such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.3(b)(iv)); (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance; (vi) if the Company, within thirty (30) days of receipt of the request of such F-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is already qualified actively employing in good faith its commercially reasonable efforts to do business or subject cause such registration statement to service become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of process the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration, provided that the Company is actively employing in that jurisdiction good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the F-3 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 2.3 and except the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1 and of F-3 for references to F-1). (d) Registrations effected pursuant to this Section 2.3 shall not be counted as may be required by the Securities Actrequests for registration effected pursuant to Section 2.1 of this Agreement.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders (including each of the Investors) of at least 25% of the Registrable Securities a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) IS days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3Clause 21.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000$3,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the CEO or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders Shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3Clause 21.3; provided, provided however, that the Company shall not register utilise this right more than once in any of its other securities during such ninety (90) day twelve month period; or (iv) in any particular jurisdiction in which if the Company would be required has, within the 12 month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to qualify this Clause 21.3. (c) Subject to do business or to execute a general consent to service of process in effecting such Registrationthe foregoing, qualification or compliance unless the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. Registrations effected pursuant to service of process in that jurisdiction and except this Clause 21.3 shall not be counted as may be required by the Securities Act.requests for registration effected pursuant to Clause 21.1. Execution

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder an Investor a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderInvestor, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holderssuch Investor; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Investor’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboveprovided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.32.03: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holdersoffering; (ii) if such HoldersInvestor, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Investor a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the such Investor requesting Registration under this Section 2.32.03; provided, provided however, that the Company shall not utilize this right more than once in any twelve (12) month period in relation to such Investor; provided, further, that the Company shall not register any securities for the account of its itself or any other securities shareholder during such ninety (90) day periodperiod other than an Exempt Registration; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of an Investor. Registrations effected pursuant to this Section 2.03 shall not be counted as requests for registration effected pursuant to Section 2.01. If the registration is already qualified to do business or subject to service for an underwritten offering, the provisions of process in that jurisdiction Sections 2.01(c) and except as may be required by the Securities Act(d) shall apply.

Form F-3 Registration. (a) In case the Company shall receive from a Holder any Holders of Registrable Securities or Fund Holders a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (any successor to Form F-3) or any similar short-form registration statement and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities or Fund Shares owned by such HolderHolders or Fund Holders, then and provided that the Company shall is qualified for registration on Form F-3 (or an successor or similar form) the Company will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders of Registrable Securities and Fund Holders; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder or Fund Holders’ Fund Shares as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders or Fund Shares of any other Fund Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.33.4: (i) if Form F-3 (or S-3, as applicable, any successor or similar form, ) is not available for such offering by the Holders or Fund Holders;, or (ii) if such the Holders and Fund Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000;$500,000 or (iii) if the Company shall furnish to the Holder requesting such Registration Holders or Fund Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Holders or Fund Holders under this Section 2.33.4: provided, provided that such right to delay a request shall be exercised by the Company shall not register more than once in any of its other securities during such ninety twelve (9012) day month period; , or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for Holders or Fund Holders pursuant to this Section 3.4, or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject to service requests of process in that jurisdiction and except as may be required by the Securities ActHolders or Fund Holders.

Form F-3 Registration. (a) In case the Company shall receive from any of the following: (i) Holders of a Holder majority of the Series B3 Preferred Registrable Securities and Series B2 Preferred Registrable Securities (considered for the purposes of this Section 2.4 as one class of shareholders), (ii) Holders of a majority of the Series B1 Preferred Registrable Securities, (iii) Holders of a majority of the Series B Preferred Registrable Securities, (iv) Holders of a majority of the Preferred Registrable Securities (excluding Series B3 Preferred Registrable Securities (if and when issued), Series B2 Preferred Registrable Securities, Series B1 Preferred Registrable Securities and Series B Preferred Registrable Securities), (v) JVP (so long as they are a Holder), (vi) GS (so long as they are a Holder), (vii) Vertex (so long as they are a Holder), (viii) Holders of a majority of the Original Ordinary Registrable Securities then outstanding, or (ix) Holders of a majority of the Ordinary Registrable Securities then outstanding, a written request or requests (a “Form F-3 Request Notice”) that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then then, subject to the conditions of this Section 2.4, the Company shall promptly will give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given registration within fifteen (15) days Business Days after receipt of any such Form F-3 Request Notice to all other Holders, and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and who have provided the Company with written notice from requests for inclusion therein within eleven (11) Business Days after the receipt of the Company. (b) Notwithstanding anything to the contrary provided above, the ’s notice. The Company shall not be obligated to effect any such Registration, qualification or compliance filing of a Form F-3 pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) 2.4 if the Company shall furnish to the Holder requesting such Registration has, within a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (iv) in any particular jurisdiction period preceding the date of such request, already effected a registration under the Securities Act pursuant to Section 2.2 or this Section 2.4, or in which the Company would Holders had an opportunity to participate pursuant to the provisions of Section 2.3, other than a registration pursuant to the provisions of Section 2.3(c) from which more than 20% of the Registrable Securities of Holders that were requested to be required included were excluded. Subject to qualify to do business or to execute a general consent to service of process in effecting such Registrationthe terms hereof, qualification or compliance unless the Company is already qualified will used its reasonable best efforts to do business effect such registration as soon as practicable. All written requests from any Holder or subject Holders to service effect a registration on Form F-3 pursuant to this Section 2.4 shall indicate whether such Holder(s) intend to effect the offering promptly following effectiveness of process in the registration statement or whether, pursuant to Section 2.4(a), they intend for the registration statement to remain effective so that jurisdiction and except as they may be required by effect the Securities Actoffering on a delayed basis (a “Shelf Request”).

Form F-3 Registration. (a) In case the Company ECI shall receive from a Holder a any Exercising Shareholder(s) written request or requests that the Company ECI effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or Shares where the aggregate net proceeds from the sale of such Shares equals to at least Five Hundred Thousand United States dollars ($500,000), ECI will within twenty (20) days after receipt of any part of the Registrable Securities owned by such Holder, then the Company shall promptly request give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to the other Exercising Shareholder, and include in such registration all other Holders; and, subject Shares held by such Exercising Shareholder if it wishes to the provisions of Sections 2.3(b) participate in such registration and provides ECI with written requests for inclusion therein within fifteen (c), as soon as practicable but in no later than forty-five (4515) days after the receipt of the request of such HolderECI’s notice. Thereupon, ECI shall effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such Registrable Securities portion of such Holder Exercising Shareholder’s Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder Exercising Shareholder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboveECI; provided, the Company however, that ECI shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: 2, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; Exercising Shareholders; (ii) if such Holdersthe Exercising Shareholders, together with the holders of any other securities of the Company ECI entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000; Five Hundred Thousand United States dollars ($500,000); (iii) if the Company ECI shall furnish to the Holder requesting such Registration Exercising Shareholders a certificate signed by the Chairman General Manager of the Board of Directors of the Company ECI stating that in the good faith judgment of the Board of Directors of the Company, ECI it would be materially seriously detrimental to the Company and ECI or its shareholders for such Registration Form F-3 registration statement to be effected at such time, in which event the Company ECI shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Exercising Shareholders under this Section 2.32; provided, however, that ECI shall not utilize this right more than once in any twelve (12) month period; (iv) if ECI has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Exercising Shareholders pursuant to this Section 3.4; (v) during the period starting with the date sixty (60) days prior to ECI’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of ECI (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ECI is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ECI’s estimate of the Company shall not register any date of its other securities during filing such ninety registration statement is made in good faith; or (90) day period; or (ivvi) in any particular jurisdiction in which the Company ECI would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may compliance. ECI shall not be required by the Securities Actto effect more than three (3) registrations under this Section 2.

Form F-3 Registration. (a) In case the Company shall receive from a Holder any of the Holders (for purposes of this Section 2.3, the “F-3 Initiating Holder”) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such F-3 Initiating Holder, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such F-3 Initiating Holder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,00025,000,000; (iii) if the Company shall furnish to the Holder Holders requesting such Registration a registration statement pursuant to this Section 2.3 a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3F-3 Initiating Holder, 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 its itself or any other securities shareholder during such ninety (9090)-day period; (iv) day periodif the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the F-3 Initiating Holder pursuant to this Section 2.3; or (ivv) in any particular jurisdiction the circumstances described in which Section 2.1(c)(ii) hereof. (c) If the F-3 Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company would as a part of its request made pursuant to this Section 2.3. The provisions of Section 2.1(b) shall be required applicable to qualify such request (with the substitution of Section 2.3 for references to do business or Section 2.1). (d) Subject to execute a general consent to service of process in effecting such Registrationthe foregoing, qualification or compliance unless the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the F-3 Initiating Holder. Registrations effected pursuant to service of process in that jurisdiction and except this Section 2.3 shall not be counted as may be required by the Securities Actrequests for registration effected pursuant to Section 2.1.

Form F-3 Registration. (a) In case If the Company shall receive from a Holder at any time until the seven-year anniversary of the date of Closing of the Securities Purchase Agreement a written request or requests from the Initiating Holders that the Company effect file a Registration registration statement on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part successor form thereto) for a public offering of the Registrable Securities owned by such HolderSecurities, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders' Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: 1.4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ ' discounts or commissions) of less than US$1,000,000; $1,500,000; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders stockholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.4; PROVIDED, provided HOWEVER, that the Company shall not register utilize this right more than once in any of its other securities during such ninety (90) day twelve month period; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance; or (vi) during the period ending 90 days after the effective date of any registration statement pertaining to Ordinary Shares of the Company (or such shorter period if such shorter period is already qualified acceptable to do business the underwriters of such offering). (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or subject requests of the Holders. Registrations effected pursuant to service of process in that jurisdiction and except this Section 1.4 shall not be counted as may be required by the Securities Actdemands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. (a) In case Request for a Form F-3 Registration. Upon the Company becoming eligible for use of Form F-3 or S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the General Atlantic Shareholders as a Holder group, acting through GAP LLC or its written designee (the “F-3 Initiating Holders”), a written request or requests that the Company effect a Registration register, under the Securities Act on Form F-3 or S-3S-3 (or any successor form then in effect) (an ”F-3 Registration”), as applicable (and any related qualification or compliance) with respect to all or any part a portion of the Registrable Securities owned by such HolderF-3 Initiating Holders, then the Company shall promptly give written notice of such request to all of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form F-3 or S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the F-3 Initiating Holders such F-3 Registration and such Holder’s request thereforshall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each F-3 Registration, and any related qualification or compliance, to all other Holders; andthe Company shall, subject to the provisions of Sections 2.3(b) and (cSection 5(b), as soon as practicable but in no later than forty-five (45i) days after receipt of the request of such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified include in such request, together with all or such portion of offering the Registrable Securities of the F-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any other Holder joining in such request as are specified in a written request given within fifteen event not later than sixty (1560) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboveit receives a request therefor; provided, however, that the Company shall not be obligated required to effect keep any such Registration, qualification or compliance pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available registration effective for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt days, and (y) include in such offering the Registrable Securities of the request of the Investor requesting Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 2.3, provided that 5(a)) who have requested in writing to participate in such registration on the Company shall not register any same terms and conditions as the Registrable Securities of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActF-3 Initiating Holders included therein.

Form F-3 Registration. (a) In Following the closing of IPO and from such time as the Company becomes eligible to file a registration statement on Form F-3 under the Securities Act, in case the Company shall receive from a any Holder a written request or requests that the Company effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or any part Registrable Shares where the aggregate anticipated public offering price (after deduction of the underwriter discounts, commissions, share transfer taxes and expenses of sale) of such Registrable Securities owned by such HolderShares equals to at least five million United States dollars ($5,000,000), then the Company shall promptly will within twenty (20) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject and will use its best efforts to include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within fifteen (c), as soon as practicable but in no later than forty-five (4515) days after the receipt of the request of Company's notice. Thereupon, the Company shall use its commercially best efforts to effect a registration statement a Form F-3 covering all such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit 's or facilitate the sale and distribution of such Holders' Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: , (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder Holders requesting such Registration registration pursuant to this Section 2.2 a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors Audit Committee of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would not be materially detrimental to in the best interest of the Company and or its shareholders for such Registration Form F-3 registration statement to be filed or effected at such time, in which event the Company shall have the right to defer or delay the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3; provided, however, that the Company shall not utilize such right more than once in any twelve (12) month period; (iii) if the Company has, within the nine (9) month period preceding the date of such request, already effected one registration on Form F-3 for any of the Holders pursuant to this Section 2.3; (iv) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company shall not register any is employing reasonable efforts to cause such registration statement to become effective and that the Company's estimate of its other securities during the date of filing such ninety registration statement is made in good faith; or (90) day period; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is if not already qualified to do business or subject to service of process in that jurisdiction consented and except as may be required by under the Securities Act. If the Form F-3 offering pursuant to this Section 2.3 is an underwritten offering, and there are underwriter cutbacks, the rights of the Holders and the Company to include their Registrable Shares in such registration shall be in accordance with the provisions of Section 2.2 above.

Form F-3 Registration. 3.3.1 At anytime during the three (a3) In year period following the Closing, in case the Company shall receive from a Holder any Investor(s) holding, in the aggregate, at least twenty percent (20%) of the Crystal Shares issued hereunder a written request or requests that the Company effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or any part of the Registrable Securities owned by such HolderShares, then the Company shall promptly within twenty (20) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; andInvestors, subject and include in such registration all Registrable Shares held by all such Investors who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within fifteen (c), as soon as practicable but in no later than forty-five (4515) days after the receipt of the request of such HolderCompany’s notice. Thereupon, the Company shall, at its expense, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Investors’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder Investor or Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; 3.3.2 Notwithstanding the foregoing, if the underwriter advises the Investors in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Investors (pro rata to the respective number of Registrable Shares required by such Investors to be included in the registration). (b) 3.3.3 Notwithstanding anything to the contrary provided aboveforegoing, the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: 3.3, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; Investors; (ii) if such Holdersthe Investors, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$One Million United States dollars ($1,000,000; ); (iii) if the Company shall furnish to the Holder requesting such Registration Investors a certificate signed by the Chairman of the Board of Directors President or CEO of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be materially seriously detrimental to the Company and or its shareholders stockholders for such Registration Form F-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Investors under this Section 2.33.3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company shall not register any is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of its other securities during the date of filing such ninety registration statement is made in good faith; (90) day period; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance; or (vi) if the Company is has already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Acteffected one F-3 registration statement under this Section 3.3.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Initiating Holders a written request or requests that the Company effect effects a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Preferred Registrable Securities owned by such HolderHolder or Holders, then the Company shall promptly shall: (a) within ten (10) days after receipt of any such request, give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Preferred Registrable Securities; and, subject (b) use its reasonable best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Preferred Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance and may suspend usage of such registration, pursuant to this Section 2.31.4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holdersthe Holders Preferred Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000three million US Dollars ($3,000,000); (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, (i) it would be materially seriously detrimental (including as a result of the need to make disclosures) to the Company and its shareholders for such Form F-3 Registration to be effected or maintained at such timetime or (ii) it would require the Company to make Adverse Disclosure, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or suspend its usage for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) months period; and provided further that the Company shall not register any securities for its own account or that of its any other securities shareholder during such ninety (90) day periodperiod (other than pursuant to 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; 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 Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) months period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a registration statement covering the Preferred Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2. (d) The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders; (with any such request being deemed to be a demand pursuant to Section 1.2 and subject to service of process in that jurisdiction the limits and except as may be required by the Securities Actrules set forth therein).

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders of more than fifty percent (50%) of the Registrable Preferred Securities or the Holders of more than thirty-five percent (35%) of the Registrable Common Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3section 1.4: (i) if Form F-3 or S-3, as applicable, or similar form, F -3 is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$$1,000,000; (iii) if the Company shall furnish to the Holder Holders requesting such Registration a registration statement pursuant to this Section 1.4, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and its shareholders for such Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3Initiating 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 its itself or any other securities shareholder during such ninety (90) day periodperiod (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 Shares being registered are Common Shares issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act. (c) If the 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). In such event the right of any 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 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 Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other securities are first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned (i) first, pro rata among the selling Holders of Registrable Preferred Securities based on the number of Registrable Preferred Securities held by all such selling Holders (or in such other proportions as shall mutually be agreed to by all such selling Holders), and (ii) second, pro rata among the selling Holders of Registrable Common Securities based on the number of Registrable Common Securities held by all such selling Holders (or in such other proportions as shall mutually be agreed to by all such selling Holders); it being understood that no Registrable Common Securities shall be included in such offering unless all Registrable Preferred Securities requested to be registered are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders of at least fifteen percent (15%) of the Registrable Securities (for purposes of this Section 5.4, the “F-3 Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (i) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (ii) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.35.4: (ia) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (iib) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000US$ 5,000,000; (iiic) if the Company shall furnish to the Holder all Holders requesting such Registration a registration statement pursuant to this Section 5.4 a certificate signed by the Chairman Company’s CEO or chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its shareholders members for such Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3F-3 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 its itself or any other securities shareholder during such ninety (90) day period; (d) after the Company has effected four (4) registrations pursuant to this Section 5.4, and such registrations have been declared or ordered effective; (e) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration for the Holders pursuant to this Section 5.4; or (ivf) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that such jurisdiction and except as may be required by under the Securities ActAct or pursuant to applicable securities laws in other jurisdictions, as the case may be. (iii) If the F-3 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 5.4 and the Company shall include such information in the written notice referred to in Section 5.4(i). The provisions of Section 5.2(ii) shall be applicable to such request (with the substitution of Section 5.4 for references to Section 5.2). (iv) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the F-3 Initiating Holders. Registrations effected pursuant to this Section 5.4 shall not be counted as requests for registration effected pursuant to Section 5.2.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders of at least [***]of the Registrable Securities (for purposes of this Section 5.4, the “F-3 Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (i) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (ii) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.35.4: (ia) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (iib) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000[***]; (iiic) if the Company shall furnish to the Holder all Holders requesting such Registration a registration statement pursuant to this Section 5.4 a certificate signed by the Chairman Company’s CEO or chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be materially seriously detrimental to the Company and its shareholders members for such Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3F-3 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 its itself or any other securities shareholder during such ninety (90) day period; (d) after the Company has effected four (4) registrations pursuant to this Section 5.4, and such registrations have been declared or ordered effective; (e) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration for the Holders pursuant to this Section 5.4; or (ivf) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that such jurisdiction and except as may be required by under the Securities ActAct or pursuant to applicable securities laws in other jurisdictions, as the case may be. (iii) If the F-3 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 5.4 and the Company shall include such information in the written notice referred to in Section 5.4(i). The provisions of Section 5.2(ii) shall be applicable to such request (with the substitution of Section 5.4 for references to Section 5.2). (iv) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the F-3 Initiating Holders. Registrations effected pursuant to this Section 5.4 shall not be counted as requests for registration effected pursuant to Section 5.2.

Form F-3 Registration. (a) In case As soon as practical after its initial public offering, the Company shall receive from a Holder use its reasonable best efforts to fulfill all reporting requirements and qualify for registration on Form F-3 or any comparable or successor form or forms and to maintain such qualification after the Company has qualified for the use of Form F-3. After the Company has qualified for the use of Form F-3, the Holders of at least ten percent (10%) of the Registrable Securities then held by all the Holders other than DNA shall have the right to submit a written request or requests that the Company effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or any part of the Registrable Securities owned by where the aggregate net proceeds from the sale of such HolderRegistrable Securities are equal to not less than one million United States dollars ($1,000,000). The Company shall, then the Company shall promptly within ten (10) days after receipt of any such request, give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within ten (10) days after the receipt of the Company’s notice. Thereupon, the Company shall use its reasonable commercial efforts, subject to the provisions of Sections 2.3(b) and (c)this Section ‎2.4, as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holder, to effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified request, provided that if the Company shall not be able to include all the Registrable Securities of all the Holders the registration preferences set forth in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboveSection ‎2.3.4 above shall apply mutatis mutandis; provided, further, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: ‎2.4, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement to be effected at such time, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.32.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; or (iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section ‎2.4 provided that as of and for such time as the Company has qualified and remains eligible for registration under Form F-3 or any comparable or successor form or forms, the maximum number of registrations on Form F-3 shall be increased from two (2) registrations by the number of demand registrations remaining available to the Holders at such time pursuant to Section 2.3.6; (iv) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company shall not register any is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of its other securities during the date of filing such ninety registration statement is made in good faith; or (90) day period; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Actcompliance.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders of Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; , and, subject (b) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3section 1.4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$$1,000,000; (iii) if the Company shall furnish to the Holder Holders requesting such Registration a registration statement pursuant to this Section 1.4, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be materially seriously detrimental to the Company and its shareholders for such Registration registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3Initiating 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 its itself or any other securities shareholder during such ninety (90) day periodperiod (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 Shares being registered are Common Shares issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form F-3 for the Holders pursuant to this Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act. (c) If the 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (a) In case the The Company shall receive from a Holder a written request or requests agrees that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holder, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b) and (c), as soon as practicable following the Restricted Period, but in no event later than forty-five (45) days after receipt of the request of such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate Restricted Period (the sale and distribution of such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above“Filing Date”), the Company shall not file a registration statement covering the resale of the Registrable Shares with the SEC for an offering to be obligated to effect any such Registration, qualification or compliance made on a continuous basis pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicableRule 415, or similar form, if Rule 415 is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities offers and sales of the Company entitled to inclusion in such RegistrationRegistrable Shares, propose to sell Registrable Securities and by such other securities means of distribution of Registrable Shares as the Holders may reasonably specify (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) “Initial Registration Statement”). The Initial Registration Statement shall be on Form F-3 or, if the Company shall furnish is ineligible to register for resale the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the CompanyRegistrable Shares on Form F-3, it would be materially detrimental to the Company Form F-1, and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right use its reasonable best efforts to defer the filing of cause the Registration Statement declared effective, and any other qualifications or compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as possible after the filing thereof, but in any event prior to the date, which is either (A) ten (10) days after the receipt of a notification of no-review in the event of no more than once during any twelve review by the SEC, or (12B) month period for a period of not more than ninety (90) days after receipt the Filing Date in the event of a review by the request SEC (the “Effectiveness Date”). For purposes of the Investor requesting Registration under this Section 2.3clarification, provided that any failure by the Company shall not register any to file the Initial Registration Statement by the Filing Date or to have such Registration Statement declared effective within such ten (10) days after the notification of its other securities during such no-review or ninety (90) day period; or (iv) in any particular jurisdiction in which days after the Filing Date, as applicable, shall not otherwise relieve the Company would of its obligations to file or effect the Initial Registration Statement as set forth above in this Section 5.1. In the event the SEC informs the Company that all of the Registrable Shares cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof, (ii) use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Shares permitted to qualify to do business or to execute a general consent to service of process in effecting such Registrationbe registered by the SEC on Form F-3 or, qualification or compliance unless if the Company is already qualified ineligible to do business register for resale the Registrable Shares on Form F-3, Form F-1; provided, however, that prior to filing such an amendment or subject New Registration Statement, the Company shall be obligated to service use its reasonable best efforts to advocate with the SEC for the registration of process in that jurisdiction and except all of the Registrable Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be required be, under clauses (ii) or (iii) above, the Company will use its reasonable best efforts to file with the SEC, within thirty (30) days following the date allowed by the Securities ActSEC, one or more registration statements on Form F-3 or, if the Company is ineligible to register for resale the Registrable Shares on Form F-3, Form F-1, to register for resale those Registrable Shares that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). If the SEC limits the number of Registrable Shares permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Shares), any required cutback of Registrable Shares (such Registrable Shares so cut back, the “Cut Back Shares”) shall be applied pro rata among the Holders and any other selling shareholders named in the Registration Statement in accordance with the number of such Registrable Shares sought to be included in such Registration Statement. In no event shall the Holders be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, that if the SEC requests that the Holders be identified as a statutory underwriter in the Registration Statement, the Holders will have an opportunity to withdraw from the Registration Statement.

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: section 1.12: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ ' discounts or commissions) of less than US$one million dollars ($1,000,000; ); (iii3) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.12; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities during such ninety (90) day twelve month period; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. All expenses incurred in connection with a registration requested pursuant to service Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of process in that jurisdiction counsel for the selling Holder or Holders and except as may counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be required borne by the Securities ActCompany. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. (a) In case the Company shall receive from a Holder the Holders of any Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to the proposed resale from time to time on a delayed or continuous basis all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject (b) use its best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.31.4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders;; or (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000;; or (iii) if the Company shall furnish to the Holder Holders requesting such Registration a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration registration to be effected at such time, in which event the Company shall have the right to defer the such filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3Initiating 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 permit any other registration by the Company to be used for sale of its any Ordinary Shares for the account of itself or any other securities shareholder during such ninety (90) day periodperiod (other than a registration relating solely to the sale of securities in a Company share 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 Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered); or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration or qualification, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that such jurisdiction and except as may be required under the Act; or (vi) 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 above, provided that the Company is actively pursuing such Company-initiated registration. (c) If the 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders, provided that the Company may satisfy its obligations under this Section 1.4 by amending (to the extent permitted by applicable law) any registration statement on Form F-3 previously filed by the Company under the Act so that such registration statement (as amended) permits the disposition of all of the Registrable Securities Actso requested to be registered as contemplated by this Section 1.4. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (a) In case the Company shall receive from a any Holder (an “Initiating Holder”) a written request or requests (a “Form F-3 Request Notice”) that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such Holder, then then, subject to the conditions of this Section 2.4, (x) the Company shall promptly will give written notice of the proposed Registration and registration within ten (10) Business Days after receipt of any such Holder’s request therefor, and any related qualification or compliance, Form F-3 Request Notice to all other Holders; and, subject use its reasonable best efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but practicable, and in no later than forty-five any event within sixty (4560) days after the date such Form F-3 Request Notice is received by the Company, the filing of a Form F-3 registration statement under the Securities Act including in such registration statement all Registrable Securities held by all such Holders who wish to participate in such registration and who have provided the Company with written notice requests for inclusion therein within ten (10) Business Days after the receipt of the request of such Holder, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, the ’s notice. The Company shall not be obligated to effect any such Registration, qualification or compliance file a Form F-3 pursuant to this Section 2.3: 2.4 if (i) if Form F-3 the Company has, within the ninety (90) day period preceding the date of such request, already effected a registration under the Securities Act pursuant to Section 2.2 or S-3, as applicablethis Section 2.4, or similar formin which the Holders had an opportunity to participate pursuant to the provisions of Section 2.3, is not available for such offering by other than a registration pursuant to the Holders; provisions of Section 2.3 from which more than 20% of the Registrable Securities of Holders that were requested to be included were excluded or (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of the shares to be registered is less than US$$1,000,000; (iii) if . Subject to the terms hereof, the Company will use its reasonable best efforts to effect such registration as soon as practicable. All written requests from any Holder to effect a registration on Form F-3 pursuant to this Section 2.4 shall furnish indicate whether such Holder intends to effect the Holder requesting such Registration a certificate signed by the Chairman offering promptly following effectiveness of the Board of Directors of registration statement or whether, pursuant to Section 2.4(a), such Holder intends for the Company stating registration statement to remain effective so that in such Holder may effect the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve offering on a delayed basis (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act“Shelf Request”).

Form F-3 Registration. (a) The Company will be eligible to file a registration statement on Form F-3 once it has made the filing with the SEC of its Annual Report on Form 20-F for fiscal year 2006, assuming such filing is made on a timely basis. At any time after it becomes eligible to file a registration statement on Form F-3, the Holders of Registrable Securities may, subject to certain terms and conditions, require the Company to file a registration statement on Form F-3. In case the Company shall receive from a Holder the Holders of Registrable Securities a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject ; (b) use all reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon as practicable but in no later than forty-five (45) days after receipt of the request of practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3section 1.4: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an expected aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000U.S.$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such timetime as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.4; provided, provided however, that the Company shall not register utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period preceding the date of its other securities during such ninety (90) day periodrequest, already effected one registration on Form F-3 for the Holders pursuant to this Section 1.4; or (ivv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance; (c) subject to the foregoing, the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. Registrations effected pursuant to service of process in that jurisdiction and except this Section 1.4 shall not be counted as may be required by the Securities Actrequests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (a) In case the event that the Company shall receive from a any Major Shareholder or any ION Holder a written request or requests that the Company effect a Registration shelf registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned (if no Form F-3 is then on file and available for use by such Holderthe Holders), then the Company shall promptly will within ten (10) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within seven (c), as soon as practicable but in no later than forty-five (457) days after the receipt of the request of Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary ; provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification qualification, compliance or compliance offering, pursuant to this Section 2.3: 2.5, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; registration or offering; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Major Shareholder a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or Shelf Takedown for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Major Shareholder under this Section 2.3, 2.5; provided that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iviii) in during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to qualify to do business or to execute a general consent to service of process in effecting such Registrationan employee benefit plan), qualification or compliance unless provided that the Company is already qualified actively employing in good faith reasonable efforts to do business or cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.2 and subject to service of process in that jurisdiction the limits and except rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be required by the necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities Actthereunder.

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: section 1.12: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; , (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ ' discounts or commissions) of less than US$one million dollars ($1,000,000; ); (iii3) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.12; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities during such ninety (90) day twelve month period; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. All expenses incurred in connection with a registration requested pursuant to service Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of process in that jurisdiction counsel for the selling Holder or Holders and except as may counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be required borne by the Securities ActCompany. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder Preferred Shareholder a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderPreferred Shareholder, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holderssuch Preferred Shareholder; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboveprovided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holdersoffering; (ii) if such HoldersPreferred Shareholder, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$US $1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Preferred Shareholder a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration such Preferred Shareholder under this Section 2.3; provided, provided however, that the Company shall not utilize this right more than once in any twelve (12) month period in relation to the same Preferred Shareholder; provided, further, that the Company shall not register any securities for the account of its itself or any other securities shareholder during such ninety (90) day periodperiod other than an Exempt Registration; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of such Preferred Shareholder. Registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration effected pursuant to Section 2.1. If the registration is already qualified to do business or subject to service for an underwritten offering, the provisions of process in that jurisdiction Section 2.1(c) and except as may be required by the Securities Act(d) shall apply.

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder the Investor a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such Holderthe Investor, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holdersthe Investor; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Investor’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboveprovided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.32.03: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holdersoffering; (ii) if such Holdersthe Investor, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Investor a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.32.03; provided, provided however, that the Company shall not utilize this right more than once in any twelve (12) month period in relation to the Investor; provided, further, that the Company shall not register any securities for the account of its itself or any other securities shareholder during such ninety (90) day periodperiod other than an Exempt Registration; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Investor. Registrations effected pursuant to this Section 2.03 shall not be counted as requests for registration effected pursuant to Section 2.01. If the registration is already qualified to do business or subject to service for an underwritten offering, the provisions of process in that jurisdiction Sections 2.01(c) and except as may be required by the Securities Act(d) shall apply.

Form F-3 Registration. (a) In case that following the Closing, and in no event earlier than the time that the SEC Compliant Financial Statements have been obtained in accordance with the Merger Agreement, the Company shall receive from a any Holder or Holders of Registrable Securities of at least 30% of the Registrable Securities then outstanding (the “F-3 Initiating Holders”) a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (any successor to Form F-3) or any similar short-form registration statement and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall shall: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject (b) use all commercially reasonable efforts to the provisions of Sections 2.3(b) and (c)effect, as soon promptly as practicable but in no later than forty-five (45) days after receipt of the request of reasonably practicable, such Holder, effect such Registration registration and all such qualifications and compliances as may be so reasonably requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given delivered to the Company within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above, except that the Company shall not be obligated required to effect any such Registration, qualification or compliance a registration pursuant to this Section 2.32.2 in the following events: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000;two million dollars ($2,000,000); or (iii) if within twenty (20) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.2, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or (iv) if the Company shall furnish to the Holder requesting such Registration Holders a certificate certificate, signed by the Chairman of the Board of Directors of the Company Company’s chief executive officer or chief financial officer, stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Form F-3 registration to either become effective or remain effective for as long as such registration statement otherwise would be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, in which event corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer the taking action with respect to such filing, and any time periods with respect to filing of the Registration Statement no more than once during any twelve (12) month period or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety seventy five (9075) days after receipt of the request of the Investor requesting Registration under F-3 Initiating Holders is given (the “Blackout Period”); provided, however, that the Company may not invoke this Section 2.3, right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of its any other securities stockholder during such ninety (90) day period; and provided further that upon notice by the Company to the F-3 Initiating Holders of any such determination, each F-3 Initiating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Registrable Securities pursuant to the Form F-3 for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering any Registrable Securities for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement; or (ivv) if the Company has already effected, within the twelve (12) month period preceding the date of such request, one registration for the Holders pursuant to this Section 2.2; (vi) if the Company has already effected two registrations on Form F-3 for the Holders pursuant to this Section 2.2; or (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance compliance, unless the Company is already qualified to do business or subject to service in such jurisdiction. (c) Subject to the foregoing, the Company shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of process the requests of the Holders. Registrations effected pursuant to this Section 2.1 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. (d) For purposes of Section 2.2, a registration shall not be counted as “effected” if, as a result of the application of the provisions in Section 2.2(e), fewer than 51% of the total number of Registrable Securities that jurisdiction and except as Holders have requested to be included in such registration statement are actually included. (e) Notwithstanding anything in this Agreement to the contrary, if the SEC limits the number of Registrable Securities that may be required by included in any Form F-3 registration statement due to limitations on the use of Rule 415 of the Securities Act, then the Company shall so advise all Holders of Registrable Securities which were proposed to be registered in such registration statement, and the number of shares that may be included in such registration statement shall be allocated to the Holders of such Registrable Securities so requesting to be registered on a pro rata basis, based on the number of Registrable Securities then held by all such Holders. (f) Notwithstanding anything in this Agreement to the contrary, if at the time that the Form F-3 is filed under this Section 2.2, either the Holdback Share Consideration or the Earnout Shares have not yet been issued to the Holder, the Holder may still include, subject to applicable Legal Requirements, (i) the full maximum amount of the Holdback Share Consideration to which the Holder may be entitled pursuant to the Merger Agreement and in accordance with the Final Payment Spreadsheet and (ii) up to 10% of the maximum amount of the Earnout Shares to which it may be entitled pursuant to the Merger Agreement and in accordance with the Final Payment Spreadsheet; it being agreed that, for such purpose, the maximum Earnout Shares issuable to such Seller shall be computed based on the Average Price immediately preceding the Closing.

Form F-3 Registration. Until seven (a7) In years following an IPO, in case the Company shall receive from a any Holder or Holders a written request or requests that the Company effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or any part of the Registrable Securities owned by where the aggregate net proceeds from the sale of such HolderRegistrable Securities equal to not less than one million United States dollars ($1,000,000), then the Company shall promptly will within twenty (20) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within fifteen (c), as soon as practicable but in no later than forty-five (4515) days after the receipt of the request of such HolderCompany’s notice. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.32.4: (i) if 2.4.1 If Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if 2.4.2 If the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.32.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; 2.4.3 If the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 2.4; 2.4.4 During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company shall not register any is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of its other securities during the date of filing such ninety (90) day periodregistration statement is made in good faith; or (iv) in 2.4.5 In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Actcompliance.

Form F-3 Registration. (a) In case As soon as practical after its initial public offering, the Company shall receive from a fulfill all reporting requirements and use its commercially reasonable efforts in order to qualify for registration on Form F-3 or any comparable or successor form or forms and to maintain such qualification after the Company has qualified for the use of Form F-3. After the Company has qualified for the use of Form F-3, any Holder of Preferred Registrable Securities shall have the right to submit a written request or requests that the Company effect a Registration registration on Form F-3 or S-3F-3, as applicable (and any related qualification or compliance) , with respect to all or any part of the Registrable Securities owned by where the aggregate net proceeds from the sale of such HolderRegistrable Securities are equal to not less than US$ 1,500,000. The Company shall, then the Company shall promptly within twenty (20) days after receipt of any such request, give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within twenty (20) days after the receipt of the Company’s notice. Thereupon, the Company shall use commercially reasonable efforts, subject to the provisions of Sections 2.3(b) and (c)this Section 2.4, as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holder, to effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided aboverequest; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: 2.4, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish famish to the Holder requesting such Registration Holders a certificate signed by either the Chairman chairperson of the Board of Directors or 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 materially detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement to be effected at such time, because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer such registration for a period of not more than one hundred eighty (180) days after receipt of the Registration Request, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.32.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 2.4. It is hereby clarified that the right of the Holders under this Section 2.4 may be used for an unlimited number of times subject to the above qualifications. Registrations effected pursuant to this Section 2.4 shall not register any of its other securities during such ninety (90) day period; or (iv) in any particular jurisdiction in which the Company would be required counted as registrations effected pursuant 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities ActSection 2.3 above.

Form F-3 Registration. (a) In case the Company shall receive from a Holder Holders of the Series B Preferred Shares a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any a part of the Registrable Securities owned by such HolderHolders, then the Company shall promptly give written notice of the proposed Registration registration and such Holder’s the Holders’ request therefor, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject to the provisions of Sections 2.3(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from the Company.contemplated above (b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.32.5: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; (ii2) if the aggregate anticipated price to the public of any Registrable Securities which such HoldersHolders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of is less than US$1,000,000500,000 (or the equivalent thereof in other currencies); (iii3) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors of the Company CEO stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders Shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.3, 2.5; provided that the Company shall not register any of its other securities Shares during such ninety (90) day period; or (iv4) in any particular jurisdiction in if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Company would Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be required included in such registration) pursuant to qualify to do business or to execute a general consent to service the provisions of process in effecting such Registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction Sections 2.3(b) and except as may be required by the Securities Act2.4(a).

Form F-3 Registration. (a) In case the event that the Company shall receive from a Holder any Major Shareholder or the Sponsor a written request or requests that the Company effect a Registration shelf registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned (if no Form F-3 is then on file and available for use by such Holderthe Holders), then the Company shall promptly will within ten (10) days after receipt of any such request give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, registration to all other Holders; and, subject and include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and provide the provisions of Sections 2.3(b) and Company with written requests for inclusion therein within seven (c), as soon as practicable but in no later than forty-five (457) days after the receipt of the request of Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder▇▇▇▇▇▇’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect such Registration registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Major Shareholder’s Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary ; provided above, that the Company shall not be obligated to effect any such Registrationregistration, qualification qualification, compliance or compliance offering, pursuant to this Section 2.3: 2.5, (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; registration or offering; (ii) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holder requesting such Registration Major Shareholder a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company stating that in the good faith judgment of the Company Board of Directors of the Company, it would be materially seriously detrimental to the Company and or its shareholders for such Registration Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement or Shelf Takedown for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration Major Shareholder under this Section 2.3, 2.5; provided that the Company shall not register utilize this right more than once in any of its other securities during such ninety twelve (9012) day month period; or or (iviii) in during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to qualify to do business or to execute a general consent to service of process in effecting such Registrationan employee benefit plan), qualification or compliance unless provided that the Company is already qualified actively employing good faith reasonable efforts to do business or cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith. The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to service of process in that jurisdiction the limits and except rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be required by necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) shall include references to Form S-3 (or any “short-form” successor thereto) if the Securities ActCompany ceases to be eligible to use Form F-3.

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders of Registrable Securities who together hold in aggregate not less than 10% of the Registrable Securities then outstanding a written request or requests that the Company effect a Registration registration on Form F-3 (or S-3, as applicable (any successor to Form F-3) or any similar short-form registration statement and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders;, or (ii) if such the Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registrationregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than US$one million dollars ($1,000,000), or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iiiiv) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors (or, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Registration Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (iv) 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 qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act.right

Form F-3 Registration. (a) In case the Company shall receive from a any Holder or Holders a written request or requests that the Company effect a Registration registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) compliance with respect to all or any a part of the Registrable Securities owned by such HolderHolder or Holders, then the Company shall will: (a) promptly give written notice of the proposed Registration and such Holder’s request thereforregistration, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b (b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holderpracticable, effect such Registration registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company. (b) Notwithstanding anything to the contrary provided above; provided, however, that the Company shall not be obligated to effect any such Registrationregistration, qualification or compliance compliance, pursuant to this Section 2.3: section 1.12: (i1) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders; ; (ii2) if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such Registration, Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment net of any underwriters’ ' discounts or commissions) of less than US$one million dollars ($1,000,000; ); (iii3) if the Company shall furnish to the Holder requesting such Registration Holders a certificate signed by the Chairman of the Board of Directors President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Investor requesting Registration Holder or Holders under this Section 2.31.12; provided, provided however, that the Company shall not register utilize this right more than once in any of its other securities during such ninety (90) day twelve month period; or (iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless compliance. (c) Subject to the foregoing, the Company is already qualified shall file a registration statement covering the Registrable Securities and other securities so requested to do business be registered as soon as practicable after receipt of the request or subject requests of the Holders. All expenses incurred in connection with a registration requested pursuant to service Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of process in that jurisdiction counsel for the selling Holder or Holders and except as may counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be required borne by the Securities ActCompany. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.