Common use of Request by Holders Clause in Contracts

Request by Holders. Upon the written request of the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the written request Company shall, at any time after the earlier of (i) the fourth anniversary of the date hereof (or February 1, 2005 in the case of the Holders of at ------------------ least 10% Series A Preference Shares) or (ii) six (6) months after the initial public offering of the Registrable Shares Company of shares of Capital Stock of the Company pursuant to an effective registration statement under the Securities Act or a similar statute in any other jurisdiction, receive a written request from either (calculated on the based on the number in clause a) Holders of at least twenty-five percent (i25%) of its definitionthe aggregate Registrable Securities then outstanding and held by the Ordinary Investors (the “Ordinary Investor Holders”), (b) Holders of at least twenty-five percent (25%) of the aggregate Registrable Securities then outstanding and held by the Series A Investors (the “Series A Investor Holders”) or (c) Holders of at least twenty-five percent (25%) of the aggregate Registrable Securities then outstanding and held by the Series B Investors (the “Series B Investor Holders”) that BAMSI effect the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.1, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, subject only to the limitations of this Section 2.1; and specifying provided, that the amount (which Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the one hundred twenty (calculated on 120) day period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 42.1 or Section 2.3, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.1(b) or Section 2.2(b); and provided, further, that BAMSI -------- ------- the Company only shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting effect a registration pursuant to this Section 4 may, at any time prior to the effective date above if such registration covers Capital Stock having an aggregate offering price in excess of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration five million United States Dollars (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(aUSD5,000,000). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company receives a written request of from the Holders of at ------------------ least 10% twenty-five percent (25%) of the Registrable Shares Securities then outstanding (calculated the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act on Form S-1, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("REQUEST NOTICE") to all Holders that a registration statement on Form S-1 (or such other form, including Form S-3, as shall be determined by the Company in its good faith, reasonable business judgment, which shall allow sales of the Registrable Securities by the Holders) (the "Requested Form") is being initiated and, thereafter, shall use its reasonable best efforts to effect, as soon as practicable, the registration on the based on the number in clause (i) of its definition) that BAMSI effect the registration Requested Form under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration. The Company shall maintain the effectiveness of any such registration statement for a period of at least (a) forty-five (45) days or part (b) with respect to an underwritten offering, for such time as the underwriters may take to complete the distribution of Registrable Securities in the offering. To be included in the registration, any Holder (other than the Initiating Holders) must provide, within twenty (20) days after receipt of the Request Notice, written notice to the Company of the number of shares of Company Common Stock such Holders' Registrable SharesHolder has elected to include in the registration. Notwithstanding the foregoing, and specifying the amount (which Company shall not be less than 10% obligated to effect any such Form S-1 or other form of registration as required by this subpart: (i) if the Company demonstrates to the reasonable satisfaction of the Initiating Holders that the Form S-3 filed pursuant to Section 2.2 is effective and available to permit sale and transfer of the Registrable Shares (calculated on Securities by the based on Initiating Holders to the number in clause (i) of its definition) public in the aggregatemanner proposed by the Initiating Holders and certifies to the Investor that the prospectus relating to such Form S-3 does not include any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or otherwise necessary to make the statements therein not misleading in light of the circumstances then existing; or (ii) and if the intended method of disposition thereofCompany has, BAMSI will promptly give notice within the six (6) month period preceding the date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: pursuant to Section 2.3 or Section 2.2 herein that continues in full force and effect (i) other than a registration from which the Registrable Shares which BAMSI has been so requested to register by Securities of Holders of at least 10% of requesting participation in the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations registration pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated have been previously excluded with respect to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date any or all of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which Registrable Securities that the Holders are requesting be included Registrable Shares. The Holders initially requesting in a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(aSection). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) January 1, 2016 or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request of from the Holders of at ------------------ least 10% fifty (50%) of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (calculated on 20%) (or any lower percentage if the based on anticipated gross proceeds to the number in clause (iCompany from such proposed offering would exceed US$5,000,000) of all the Registrable Securities then outstanding pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, further, that BAMSI -------- ------- other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 effect no more than three (x3) registrations for the Preferred Shareholders, provided that if the registration request is delivered after delivery sale of a notice by BAMSI of an intended registration and prior to the effective date all of the registration statement referred Registrable Securities sought to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder be included pursuant to this Section 4 2.3 is not consummated for any reason other than due to the action or pursuant to which inaction of the Holders included including Registrable Shares. The Holders initially requesting a Securities in such registration, such registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 4 may, at any time prior 2.3; provided further that the registration pursuant to the effective date Section 2.4 or Section 2.5 shall not be deemed to constitute one of the registration statement relating rights granted pursuant to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.2.3..

Request by Holders. Upon On or after the date that is one hundred eighty (180) days after the closing date of the Offering, upon the written request of the Holders of at ------------------ least ten percent (10% %) of the Registrable Shares (calculated on the based on the number in clause (i) of its definitionthe definition thereof) that BAMSI AremisSoft effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than ten percent (10% %) of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI AremisSoft will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI that AremisSoft has been so requested to register by Holders of at least ten percent (10% %) of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI that AremisSoft has been requested to register by any other Holder thereof by written request received by BAMSI AremisSoft within 21 twenty-one (21) days after the giving of such written notice by BAMSI AremisSoft (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI AremisSoft shall not be required to effect more than -------- ------- two three (3) registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- AremisSoft shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI AremisSoft of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 ninety (90) days after the effective date of any other registration statement of BAMSI AremisSoft requested by a Holder pursuant to this Section 4 or pursuant to which the Holders any Holder included Registrable Shares, or (z) if the Board of AremisSoft determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of AremisSoft at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by AremisSoft), such registration would be seriously detrimental to AremisSoft (in which event AremisSoft's obligation to file a registration statement under this Section 4 shall be deferred for a period not to exceed ninety (90) days from the receipt of the registration request). The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI AremisSoft revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which that is subsequently withdrawn by the Holders after BAMSI AremisSoft has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which that is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the twenty-one (21-) day period referred to in clause (ii) above, BAMSI AremisSoft will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company shall receive at any time (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2), a written request ("Demand Notice") from any Holder who holds Registrable Securities in excess of the Holders of at ------------------ least 101% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Shares Securities pursuant to this Section 2.2, then the Company shall, within fifteen (calculated on 15) business days of the based on receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in clause such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (iincluding but not limited to a Requestor) of its definition) that BAMSI effect are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the registration Registration under the Securities Act of all or part Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Applicable Securities requested by the Requestor(s) to be registered pursuant to such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act ofrequest must either: (i) the be at least ten percent (10%) of all Registrable Shares which BAMSI has been so requested to register by Holders Securities then outstanding (but having an anticipated aggregate public offering price of at least 10% of the Registrable Shares; and $5,000,000) or (ii) all other Registrable Shares which BAMSI has been requested to register by have an anticipated aggregate public offering price (before any other Holder thereof by written request received by BAMSI within 21 days after the giving underwriting discounts and commissions) of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more less than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein$10,000,000.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified IPO, receive a written request of from the Holders of at ------------------ least 1020% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (calculated on 10) business days of the based on receipt of such written request, give written notice of such request (the number in clause (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Shares which BAMSI has Securities of the Holders have been so requested excluded (with respect to register by Holders of at least 10% all or any portion of the Registrable Shares; and (iiSecurities the Holders requested be included in such registration) all other Registrable Shares which BAMSI has been requested pursuant to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving provisions of such written notice by BAMSI (which request Section 2.4(a). The Company shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required obligated to effect no more than -------- ------- two three (3) registrations pursuant to this Section 4; provided2.3. For purposes of this Agreement, furtherreference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under in each such case all references in this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement referred to in such noticestatements and registration of securities thereunder, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon If, at any time following the first anniversary of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives a written request of from the Holders of at ------------------ least 10% twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company file a registration statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable Shares Securities, then the Company shall, within ten (calculated on 10) business days of the based on the number in clause receipt of such written request, give written notice of such request (i"Request Notice") of its definition) that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Shares, and specifying the amount (which Request Notice; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 42(b) or Section 2(c) or (d), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration; provided, further, that BAMSI -------- ------- the Company shall not be obligated have no obligation to file a any registration statement relating to a registration request under contemplated by this Section 4 (x2(b) if the expected gross proceeds of the sale of Registrable Securities under such registration request is delivered after delivery statement, based on the market price of a notice by BAMSI the Common Stock as of an intended registration and prior to the effective date of the initial request for such registration statement referred to in such noticedelivered by the Holders, or does not exceed Three Million Dollars (y) within a period of 90 days after the effective date of any other registration statement of BAMSI $3,000,000). If requested by a Holder pursuant to this Section 4 such Holders, the Company shall register such Registrable Securities on Form S-1 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a any successor registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinform.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) the five year anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified Public Offering, receive a written request of from the Holders of at ------------------ least 1050% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (calculated on 10) Business Days of the based on the number in clause receipt of such written request, give written notice of such request (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this 2.3 or Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to 2.5 or in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). For purposes of this Section 4 mayAgreement, at any time prior reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration United States law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinapplicable non-United States jurisdiction.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) the second anniversary of the date of this Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request of from the Holders of at ------------------ least 1025% of the Series A Preferred Shares that the Company file a registration statement under the Securities Act covering the registration of Registrable Shares Securities pursuant to this Section 2.3, then the Company shall, within ten (calculated on 10) business days of the based on the number in clause receipt of such written request, give written notice of such request (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Shares which BAMSI has Securities of the Holders have been so excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to register by the provisions of Section 2.4(a). For purposes of this Agreement, at the election of Holders of at least 1075% of the Registrable Shares; Series A Preferred Shares in connection with the exercise of any registration right in this Agreement, reference to registration of securities under the Securities Act and (ii) the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to references in this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement referred to in such noticestatements and registration of securities thereunder, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinapplicable non-U.S. jurisdiction.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) three (3) years after the Initial Closing or (ii) six (6) months following the taking effect of a registration statement for the initial underwritten public offering of the securities of the Company (the “IPO”), receive a written request of from the Holders of at ------------------ least 10% [***] percent ([***]%) of the Registrable Shares Securities then Outstanding that the Company file a registration statement under the Securities Act on any internationally recognized exchange that is acceptable to such requesting Holders pursuant to this Section 2.3 covering the registration of the Registrable Securities then Outstanding subject to a minimum offering size of US$15,000,000, then the Company shall, within ten (calculated on 10) Business Days of the based on receipt of such written request, give written notice of such request (the number in clause (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, further, that BAMSI -------- ------- other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 effect no more than two (x2) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Registration pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares2.3. The Holders initially requesting a A registration pursuant to shall not be counted as “effected” for purposes of this Section 4 may, at any 2.3(a) until such time prior to as the effective date of the applicable registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement been declared effective by the SEC, thenunless the Initiating Holders (as defined below) withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in any which case such event, such demand withdrawn registration statement shall be counted as a demand registration “effected” for purposes of this Section 4(a2.3(a). Promptly after For purposes of this Agreement, reference to registration of securities under the expiration Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the 21-day period referred SEC, shall be deemed to in clause (ii) aboverefer, BAMSI will notify all to the Holders to be included equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinapplicable non-U.S. jurisdiction.

Request by Holders. Upon After any Class A Shares of the Company have been registered after the date hereof under the Securities Act (other than a registration on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes), upon the written request of any Holder or Holders requesting that the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the a registration under the Securities Act of all or part of such Holder's or Holders' Registrable Shares, Securities and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give written notice of 4 4 such requested registration to all other Holders of Registrable Shares andSecurities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act Act, of: : (i) the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Sharessuch Holder or Holders; and and (ii) all other Registrable Shares Securities which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI given to the Company within 21 15 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable SharesSecurities), so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, howeverthat, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a any registration request under this Section 4 4(a) (i) if the aggregate requests by the Holder or Holders for such registration do not cover at least 5% of the number of Registrable Securities then outstanding, (ii) if a period of one year has not elapsed since the date that the SEC has declared effective (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI last requested by a any Holder pursuant to this Section 4 4(a) or pursuant to (y) any registration statement effected under Section 3 hereof or (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating is to such registrationbe filed, revoke such request would require the conduct of an audit other than to regular audit conducted by providing a written notice to BAMSI revoking such request; provided, however, thatthe Company at the end of its fiscal year, in which case the -------- ------- event filing may be delayed until the completion of such regular audit (unless the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by of the Holders after BAMSI has filed a registration statement with Registrable Securities to be registered agree to pay the SEC expenses of the Company in connection therewith but prior to with such demand registration being declared effective by an audit other than the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(aregular audit). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) January 1, 2020 or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request of from the Holders of at ------------------ least 1050% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (calculated on the based on the number in clause (i20%) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, further, that BAMSI -------- ------- other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 effect no more than two (x2) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Registrations pursuant to this Section 4 or pursuant 2.3. For purposes of this Agreement, reference to which registration of securities under the Holders included Registrable Shares. The Holders initially requesting Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a registration pursuant to jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Section 4 may, at any time prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon the written request of any one or more Holders that the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holders' 2 3 Registrable Shares, and specifying the amount (which shall not be less than 10% of the 1,000,000 Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregateShares) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its reasonable best efforts efforts, as provided in Section 5 hereof, to effect the registration under the Securities Act of: (i) of the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares)register; provided, however, that BAMSI the Company shall not be required to effect more than -------- ------- two three registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (xi) if the registration request is delivered after delivery of a notice by BAMSI the Company of an intended registration of the sale of shares of Common Stock by the Company and prior to the earlier of 90 days from such notice or the effective date of the registration statement referred to in such notice, or (yii) within a period of 90 180 days after the effective date of any other registration statement of BAMSI the Company requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI the Company revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (Ii) which is subsequently withdrawn by the Holders after BAMSI the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (IIii) which is not declared effective solely as a result of the failure of the Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration deemed to have been effected for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.b)

Request by Holders. Upon If, at any time commencing one hundred eighty-one (181) days after the closing of a Qualified IPO, the Company shall receive a written request of from the Holders of at ------------------ least 10% twenty-five percent (25%) of the Registrable Shares Securities Then Outstanding (calculated on the based on “Initiating Holders”)that the number in clause Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (i10) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such Holders' request must be at least twenty-five percent (25%) of all Registrable Shares, Securities Then Outstanding; and specifying provided further that the amount (which Company shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause obligated to effect any such registration pursuant to this Section 2.2: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of its definition) process in effecting such registration, qualification or compliance unless the aggregate) Company is already subject to service in such jurisdiction and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, except as expeditiously as possible, use its best efforts to effect the registration under may be required by the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and Act; (ii) all other Registrable Shares If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request consent shall specify the intended method of disposition of such Registrable Sharesnot be unreasonably withhold); provided, however, that BAMSI shall not be required the Company is eligible to effect more than -------- ------- two registrations pursuant use Form S-3; (iii) If the Company and the Initiating Holders are unable to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if obtain the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date commitment of the registration statement referred underwriter described in clause (ii) above to in such notice, or (y) within a period of 90 days after firmly underwrite the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such requestoffering; provided, however, that, in that the -------- ------- event Company is eligible to use Form S-3; (iv) During a period of not longer than one hundred eighty (180) days following the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed effective date of a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective filed by the SEC or Company (II) which is not declared effective solely as other than a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective covering sales by security holders other than the Company or by the SECCompany in a Rule 145 transaction or with respect to an employee benefit plan; Subject to the foregoing clauses (i) through (iii), then, in any such event, such demand the Company shall file a registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after statement covering the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares Securities so requested to be included thereinregistered as soon as practicable, after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the allocation provisions of Section 2.2(b) hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request by Holders. Upon If the Company shall receive a written request from a Holder that the Company file a Registration Statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.1 (a "Holder Notice"), then the Company shall, within 10 Business Days of the receipt of such Holder Notice, give written notice of such request ("Company Notice") to all Holders. The Holders of at ------------------ least 10% shall, within 20 days after receipt of the Registrable Shares (calculated on Company Notice, deliver written notice to the based on Company of the number of Registrable Securities that Holders electing to participate in clause the demand rights under this Section 2.1(a) (i) of "Inclusion Notice"), and the Company shall use its definition) that BAMSI effect commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered in the Inclusion Notice, subject only to the limitations of such Holders' Registrable Sharesthis Section 2.1. Notwithstanding the foregoing and provided that SJMB, and specifying the amount (which L.P. shall not be less than 10% entitled to one demand registration under this Section 2.1 regardless of its percentage of the Registrable Shares (calculated on Securities Then Outstanding, the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI Company shall not be required to effect more a registration under this Section 2.1(a) if (x) the Registrable Securities requested by all Holders to be registered in the Inclusion Notice is less than -------- ------- two registrations 8% of the Registrable Securities Then Outstanding, (y) the Company has, within the six month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice2.1, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to in which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to this the provisions of Section 4 may2.2(a) or (z) at the time of the Company's receipt of the Holder Notice, the filing of the Registration Statement or at any time prior to during which the effective date of Registration Statement is effective, the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which Company is not declared effective solely as a result of eligible to register ("S-3 Eligible") the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number resale of shares of Registrable Shares requested by Holders on Form S-3 under General Instructions I.A and I.B.3 to be included thereinForm S-3 (or applicable successor form).

Request by Holders. Upon If the Company receives a written request of from the Holders of at ------------------ least 10% twenty-five percent (25%) of the Registrable Shares Securities then outstanding (calculated the "Initiating Holders") that the Company file a registration statement under the Securities Act on Form S-1, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders that a registration on Form S-1 (or such other form, including Form S-3, as shall be determined by the Company in its good faith, reasonable business judgment, which shall allow sales of the Registrable Securities by the Holders) (the "Requested Form") is being initiated and, thereafter, shall use its reasonable best efforts to effect, as soon as practicable, the registration on the based on the number in clause (i) of its definition) that BAMSI effect the registration Requested Form under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration. The Company shall maintain the effectiveness of any such registration statement for a period of at least (a) forty-five (45) days or part (b) with respect to an underwritten offering, for such time as the underwriters may take to complete the distribution of Registrable Securities in the offering. To be included in the registration, any Holder (other than the Initiating Holders) must provide, within twenty (20) days after receipt of the Request Notice, written notice to the Company of the number of shares of Company Common Stock such Holders' Registrable SharesHolder has elected to include in the registration. Notwithstanding the foregoing, and specifying the amount (which Company shall not be less than 10% obligated to effect any such Form S-1 or other form of registration as required by this subpart: (i) if the Company demonstrates to the reasonable satisfaction of the Initiating Holders that the Form S-3 filed pursuant to Section 2.2 is effective and available to permit sale and transfer of the Registrable Shares (calculated on Securities by the based on Initiating Holders to the number in clause (i) of its definition) public in the aggregatemanner proposed by the Initiating Holders and certifies to the Investor that the prospectus relating to such Form S-3 does not include any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or otherwise necessary to make the statements therein not misleading in light of the circumstances then existing; or (ii) and if the intended method of disposition thereofCompany has, BAMSI will promptly give notice within the six (6) month period preceding the date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, 2.3 or Section 2.2 that BAMSI -------- ------- shall not be obligated to file continues in full force and effect (other than a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to from which the Registrable Securities of Holders included Registrable Shares. The Holders initially requesting a participation in the registration pursuant to this Section 4 may, at have been previously excluded with respect to any time prior to the effective date or all of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event Registrable Securities that the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to are requesting be included in a registration pursuant to the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinSection).

Request by Holders. Upon If, at any time following the first anniversary of the Closing Date, as defined in the Asset Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives a written request from Holders with respect to not less than twenty-five percent (25%) of the Holders of at ------------------ least 10% Acquired Shares issued as of the Closing Date that the Company file a registration statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable Shares Securities, then the Company shall, within ten (calculated on 10) business days of the based on the number in clause receipt of such written request, give written notice of such request (i"Request Notice") of its definition) that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Shares, and specifying the amount (which Request Notice; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 41(b) or Section 1(c) or (d), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration; provided, further, that BAMSI -------- ------- the Company shall not be obligated have no obligation to file a any registration statement relating to a registration request under contemplated by this Section 4 (x1(b) if the expected gross proceeds of the sale of Registrable Securities under such registration request is delivered after delivery statement, based on the market price of a notice by BAMSI the Common Stock as of an intended registration and prior to the effective date of the initial request for such registration statement referred to in such noticedelivered by the Holders, or does not exceed Three Million Dollars (y) within a period of 90 days after the effective date of any other registration statement of BAMSI $3,000,000). If requested by a Holder pursuant to this Section 4 such Holders, the Company shall register such Registrable Securities on Form S-1 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a any successor registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinform.

Request by Holders. Upon Subject to the conditions of this paragraph 3.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date hereof and (ii) one hundred eighty (180) days following an IPO, a written request of from the Holders of at ------------------ least 1030% or more of the Registrable Shares (calculated on Securities Then Outstanding that the based on the number in clause (i) of its definition) that BAMSI effect Company shall file a registration statement covering the registration under the Securities Act of some or all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares Securities held by such Holders (calculated on the based on the number in clause (i) of its definitiona “Demand Notice”) in accordance with this paragraph 3.1, then the aggregateCompany shall, within ten (10) and Business Days of the intended method receipt of disposition thereofa Demand Notice, BAMSI will promptly give written notice of such requested proposed registration to all other Holders (a “Request Notice”) and shall offer to include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such other Holders who respond in writing to the Company’s notice within thirty (30) days after delivery of such notice (which response shall specify the number of Registrable Shares andSecurities proposed to be included in such registration). The Company shall effect, as expeditiously soon as possiblepracticable, use its best efforts to effect such registration of the registration Registrable Securities under the Securities Act of: (i) on an appropriate form, including Form F-3 or Form S-3, if available, which the Registrable Shares which BAMSI Company has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares)register; provided, however, that BAMSI the Company shall not be required obligated to effect any registration under the Securities Act except in accordance with the following provisions: 3.1.1 The Company shall not be obligated to effect more than -------- ------- two (2) such demand registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- paragraph 3; 3.1.2 The Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 during the one hundred eighty (x180) if day period commencing with the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the closing of the Company’s initial public offering; and 3.1.3 The Company shall not be obligated to file a registration statement referred if the Company delivers notice to in such notice, or the Holders within thirty (y30) within a period days of 90 days after the effective date receipt of any other Demand Notice of the Company’s intention to file a registration statement of BAMSI requested by a Holder pursuant for such initial public offering within sixty (60) days. 3.1.4 Notwithstanding the foregoing obligations, if the Company furnishes to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 mayparagraph 3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Management Board it would be materially detrimental to the Company and its shareholders for such registration statement to Shareholders’ Agreement either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, at because such action would (i) materially interfere with a significant acquisition, corporate reorganisation, 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 taking action with respect to such filing, and any time prior periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the effective date request of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such requestInitiating Holders is given; provided, however, that, in that the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is Company may not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, invoke this 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 any other shareholder during such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-sixty (60) day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinperiod.

Request by Holders. Upon If the Company shall receive a written request of from the Holders of at ------------------ least 10% fifty percent (50%) of the Registrable Shares (calculated on Securities then Outstanding that the based on Company file a registration statement under the number in clause Securities Act covering the registration of Registrable Securities pursuant to this Section 3; and provided that (i) the Registrable Securities to be registered would exceed fifty percent (50%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to this Section 3 or Section 5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Shares which BAMSI has Securities of the Holders have been so excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to register by Holders the provisions of at least 10Section 4(b). The Company shall be obligated to effect no more than one (1) registration pursuant to this Section 3 or Section 5 for every 5% of the Registrable Shares; Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis held by the Holders, such percentage to be calculated as of the date immediately following the last day of the Lock-up Period (solely for purposes of illustration, (x) the Company will be obligated to effect no more than one (1) registration pursuant to this Section 3 or Section 5 if the Holders hold, as of the date immediately following the last day of the Lock-up Period, 9% of the Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis, and (iiy) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not Company will be required obligated to effect no more than -------- ------- two (2) registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this 3 or Section 4 (x) 5 if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date Holders hold, as of the registration statement referred to in such notice, or (y) within a period of 90 days after date immediately following the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date last day of the registration statement relating to such registrationLock-up Period, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result 13% of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective Company’s outstanding share capital on a Fully-Diluted (by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(aTreasury Method) basis). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon the written request of the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI the Company effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI the Company within 21 30 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI the Company of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI the Company requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI the Company revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.have

Request by Holders. Upon At any time starting at the earlier of (i) three (3) years after the date hereof or (ii) six (6) months following the closing of the Company’s first firm commitment underwritten public offering and upon receipt of a written request of the from Holders of at ------------------ least 1025% of the Registrable Shares Securities Then Outstanding (calculated the “Initiating Holders”) that the Company file a registration statement on a form other than Form F-3 under the based on Securities Act covering the number in clause registration of Registrable Securities pursuant to this Section 3.03, the Company shall (i) within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all other Holders and other shareholders of the Company with piggyback registration rights, and (ii) use its definition) that BAMSI effect commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Initiating Holders request to be registered, together with all Registrable Securities of any other Holders requested to be included in such Holders' Registrable Shares, and specifying registration by written notice given by such other Holders to the amount Company within twenty (which shall not be less than 10% 20) days after receipt of the Registrable Shares (calculated on Request Notice, subject only to the based on the number in clause (i) limitations of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 43.03; provided, further, provided that BAMSI -------- ------- the Company shall not be obligated to file a effect any such registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to Company has already effected twice, within the effective twelve (12) month period preceding the date of such request, a Registration under the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Securities Act pursuant to this Section 4 3.03 or pursuant to Section 3.05 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.04, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included Registrable Shares. The Holders initially requesting a in such registration) pursuant to the provisions of Sections 3.03(b), 3.04(b) and 3.05(d); (y) after the Company has effected one registration pursuant to this Section 4 may, at 3.03 during any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such requestnine-month period; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II2) which is not declared effective solely as a result of if the failure of Initiating Holders propose to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number dispose of shares of Registrable Shares requested Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3.05. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be included thereindeemed to mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. Upon After any Common Stock of the Company has been registered after the date hereof under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), upon the written request of any Holder or Holders requesting that the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holder’s or Holders' ’ Registrable Shares, Securities (constituting in the aggregate at least 5,000,000 shares or such lesser number of Registrable Securities then outstanding) and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give written notice of such requested registration to all other Holders of Registrable Shares andSecurities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: : (i) the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Sharessuch Holder or Holders; and and (ii) all other Registrable Shares Securities which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI given to the Company within 21 15 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable SharesSecurities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, howeverthat, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; providedunless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a any registration request under this Section 4 4(a) (xA) if unless the aggregate requests by the Holder or Holders for such registration request is delivered after delivery cover an aggregate of a notice by BAMSI of an intended registration and prior to the effective date 5,000,000 or more shares of the Registrable Securities (or such lesser number of Registrable Securities then outstanding), (B) (other than a registration statement referred to in such notice, on Form S-3 or (yany successor or similar short-form registration statement) within a period of 90 days nine months after the effective date of any other registration statement of BAMSI requested by a Holder pursuant relating to any registration request under this Section 4 4(a) which was not effected on Form S-3 (or pursuant any successor or similar short-form registration statement) or relating to any registration effected under Section 3, (C) if with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating is to such registrationbe filed, revoke such request would require the conduct of an audit other than the regular audit conducted by providing a written notice to BAMSI revoking such request; provided, however, thatthe Company at the end of its fiscal year, in which case the -------- ------- event filing may be delayed until the completion of such regular audit (unless the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by agree to pay the Holders after BAMSI has filed a registration statement with expenses of the SEC Company in connection therewith but prior to with such demand registration being declared effective by an audit other than the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(aregular audit). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If (i) the Company shall at any time after the one hundred and twentieth (120th) day after the Closing receive a written request of from the Holders of at ------------------ least 10% fifty percent (50%) of the Series A Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Shares Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (calculated on ii) the based on expected gross proceeds of the number in clause sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (i10) business days of its definitionthe receipt of such written request, give written notice of such request ("Request Notice") that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 7(b); provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to Section 7(b)(iii), other than a registration from which the Registrable Shares which BAMSI has Securities of Holders have been so requested excluded with respect to register by Holders of at least 10% all or any portion of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been Securities the Holders requested to be included in such registration. If requested by such Holders upon the advice of the underwriter, the Company shall register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a Securities on Form S-1 or any successor registration statement relating to a form. (B) Underwriting. If the Holders initiating the registration request under this Section 4 7(b)(ii) (x"Initiating Holders") if intend to distribute the registration Registrable Securities covered by their request is delivered after delivery of a notice by BAMSI means of an intended registration underwriting, then they shall so advise the Company as a part of their request, and prior to the effective date of Company shall include such information in the registration statement written notice referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares7(b)(ii)(A). The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any In such event, the right of any Holder to include his or her Registrable Securities in such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to conditioned upon such Holder's participation in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders such underwriting and the number inclusion of shares of Registrable Shares requested to be included therein.such

Request by Holders. Upon If the written request Company shall, at any time after the earlier of the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable fifth anniversary of the date hereof and (ii) the expiration of six months after an IPO or a direct listing of Ordinary Shares which BAMSI has been so requested to register by or of shares of a listing vehicle Affiliated with Company for purposes of consummating a Qualified IPO for the Group (or securities representing such Ordinary Shares or shares of the listing vehicle) at any securities exchange, receive a written request from the Holders of at least 10% of the Registrable Shares; and (ii) all other Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations Securities pursuant to this Section 43 of Schedule 2, then the Company shall, within ten Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within 20 Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3 of Schedule 2; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$5,000,000; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file effect any such registration if the Company has, within the six-month period preceding the date of such request, already effected a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Securities Act pursuant to this Section 4 3 of Schedule 2 or pursuant to Section 5 of Schedule 2, or in which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to the provisions of Section 4 of Schedule 2, other than a registration pursuant from which the Registrable Securities of Holders have been excluded (with respect to this Section 4 may, at all or any time prior to the effective date portion of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event Registrable Securities the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to requested be included in such registration) pursuant to the registration provisions of the other Holders and the number Section 4(a) of shares of Registrable Shares requested to be included thereinSchedule 2.

Request by Holders. Upon If the Company shall at any time during the time period commencing immediately following the Company’s IPO and ending five (5) years thereafter, but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Company’s IPO and a Holder (unless waived by such underwriters), receive a written request of (“Form F-1 Request Notice”) from the Holders of at ------------------ least 1020% (twenty percent) of the Preferred Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within ten (calculated on 10) Business Days of the based on the number in clause (i) receipt of such Form F-1Request Notice, give written notice of such request to all Holders, and use its definition) that BAMSI effect reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Form F-1 Request Notice, and specifying subject only to the amount (which limitations of this Section 2.2; provided, however that the Company shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause obligated to effect any such registration if (i) of its definitionthe Company has, within a ninety (90) in day period preceding the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (ipursuant to this Section 2.2 or Section 2.4, or in which the 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) the Registrable Shares from which BAMSI has been so requested to register by Holders of at least 10more than 20% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure Securities of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares that were requested to be included thereinwere excluded; (ii) the Company gives notice that it is engaged in preparation of a registration statement to be filed, in the Company’s good faith estimate, within ninety (90) days from the date of the Form F-1 Request Notice in which the Holder may include Registrable Securities pursuant to Section 2.3 of this Agreement (subject to underwriting limitations); (iii) the Holders propose to sell Registrable Securities at an estimated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) such registration could be effected on a Form F-3.

Request by Holders. Upon On or after twelve (12) months from the Closing Date specified in the Purchase Agreement, upon the written request of the Holders of at ------------------ least 10% seventy five percent (75%) of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI AremisSoft effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI AremisSoft will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI that AremisSoft has been so requested to register by Holders of at least 10% seventy five percent (75%) of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI that AremisSoft has been requested to register by any other Holder thereof by written request received by BAMSI AremisSoft within 21 twenty one (21) days after the giving of such written notice by BAMSI AremisSoft (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI AremisSoft shall not be required to effect more than -------- ------- one (1) registration in any twelve (12) month period nor more than two (2) registrations in total pursuant to this Section 4; provided, further, that BAMSI -------- ------- AremisSoft shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI AremisSoft of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 one hundred eighty (180) days after the effective date of any other registration statement of BAMSI AremisSoft requested by a Holder pursuant to this Section 4 or pursuant to which the Holders any Holder included Registrable Shares, or (z) if the Board of AremisSoft determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of AremisSoft at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by AremisSoft), such registration would be seriously detrimental to AremisSoft (in which event AremisSoft's obligation to file a registration statement under this Section 4 shall be deferred for a period not to exceed thirty (30) days from the receipt of the registration request). The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI AremisSoft revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which that is subsequently withdrawn by the Holders after BAMSI AremisSoft has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which that is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the twenty one (21-) day period referred to in clause (ii) above, BAMSI AremisSoft will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon the written request of the from Holders of at ------------------ least 10% fifty percent (50%) of the Registrable Shares Securities then outstanding (calculated on the based on "INITIATING HOLDERS") requesting that the number in clause (i) of its definition) that BAMSI Company effect the a registration under the Securities Act of all or part of such Initiating Holders' Registrable Shares, Securities and specifying the amount intended method or methods of disposition thereof (which shall not be less than 10% may include block trades) (the "REGISTRATION REQUEST"), then the Company shall, within fifteen (15) days of the Registrable Shares (calculated on the based on the number in clause (i) receipt of its definition) in the aggregate) and the intended method of disposition thereofsuch Registration Request, BAMSI will promptly give written notice of such requested registration request ("REQUEST NOTICE") to all Holders (other Holders of Registrable Shares than Initiating Holders) and, thereafter, shall prepare and, as expeditiously soon as possiblereasonably practicable, use its best efforts file with the SEC a registration statement on Form S-3 (a "DEMAND REGISTRATION STATEMENT") registering the disposition in a non-underwritten offering pursuant to effect the registration Rule 415 promulgated under the Securities Act of: (i"RULE 415"), in accordance with the reasonably intended method or methods of disposition specified in the Registration Request of all Registrable Securities that Holders request to be registered and included in such Demand Registration Statement in accordance with this Section 2.1(a) (a "DEMAND REGISTRATION"). Notwithstanding the Registrable Shares which BAMSI has been so requested foregoing, in no event may Initiating Holders deliver a request that the Company effect a Demand Registration pursuant to this Section 2.1(a) earlier than ninety (90) days prior to the first anniversary of the Effective Date. In the event Form S-3 is unavailable for such a registration, the Company shall use such other form as is available, in the Company's reasonable judgment, to register by Holders of at least 10% the public resale of the Registrable Shares; and Securities in a non-underwritten offering pursuant to Rule 415. To be included in the Demand Registration Statement, any Holder (iiother than Initiating Holders) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI must provide, within 21 twenty (20) days after receipt of the giving of such Request Notice, written notice by BAMSI to the Company of the number of shares of Registrable Securities such Holder has elected to include in the Demand Registration Statement (which request notice shall specify the intended method or methods of disposition of such Registrable SharesSecurities, which may include block trades). The Company shall use its commercially reasonable efforts to have the Demand Registration Statement declared effective by the SEC as soon as reasonably practicable after it files the Demand Registration Statement with the SEC; provided, however, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request have no obligation under this Section 4 (x2.1(a) if to seek to have the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being Demand Registration Statement declared effective by the SEC or (II) which is not declared effective solely as a result prior to the first anniversary of the failure Effective Date. The Stockholder's rights under Section 2.1 are subject to the provisions of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein3.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) December 31, 2019 or (ii) six (6) months following the closing of a Qualified Public Offering, receive a written request of from Holders that the Holders of Company file a registration statement under the Securities Act with respect to Registrable Securities held by such Holders, which Registrable Securities shall constitute at ------------------ least 10% of the Registrable Shares Securities then Outstanding, then the Company shall, within ten (calculated on 10) Business Days of the based on receipt of such written request, give written notice of such request (the number in clause (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.2; provided that the Company shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause obligated to effect any such registration if (i) of its definitionthe Company has, within the six (6) in month period preceding the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.2 or Section 2.4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.3, furtherother than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.3(a), that BAMSI -------- ------- shall (ii) such registration would not be obligated expected to file have a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery an aggregate offering price of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such noticeat least US$500,000,000, or (yiii) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Company has already effected two (2) registrations pursuant to this Section 4 or pursuant 2.2. For purposes of this Agreement, reference to which registration of securities under the Holders included Registrable Shares. The Holders initially requesting Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a registration pursuant to jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Section 4 may, at any time prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent Government Authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request of from the Holders of at ------------------ least 1025% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (calculated on 20%) (or any lesser percentage if the based on anticipated gross proceeds to the number in clause (iCompany from such proposed offering would exceed US$5,000,000) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, further, that BAMSI -------- ------- other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 effect no more than two (x2) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Registrations pursuant to this Section 4 or pursuant 2.3. For purposes of this Agreement, reference to which registration of securities under the Holders included Registrable Shares. The Holders initially requesting Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a registration pursuant to jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Section 4 may, at any time prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon At any time, and from time to time, after the second anniversary of the Closing, upon the written request of Stockholder requesting that the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act or the qualification for sale by way of prospectus in one or more Canadian provinces of all or part of such Holders' the Registrable Shares, Securities and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares andthe Company shall, as expeditiously promptly as possiblepracticable, use its reasonable best efforts efforts, as applicable, (i) to effect the registration under the Securities Act of: (iincluding by means of a shelf registration (which the Company shall not be required to keep effective for more than 60 days) pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to effect a shelf registration for such disposition) of the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Shares; and Securities so to be registered, or (ii) to qualify for sale as a secondary offering pursuant to a prospectus under the securities legislation of applicable Canadian provinces all other Registrable Shares Securities which BAMSI the Company has been so requested to register by any other Holder thereof by written request received by BAMSI within 21 days after qualify in order to permit the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such the Registrable Shares)Securities so to be qualified for sale by way of prospectus; provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement or prospectus relating to a any request for registration request or sale by way of prospectus under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) 6.1 within a period of 90 365 days after the effective date of any other registration statement or prospectus which included Common Shares of BAMSI any Holder under this Section 6.1; provided, further, that the Company shall not be required to effect more than four (4) requested registrations or sales by a Holder way of prospectus pursuant to this Section 4 or Article VI (except that a demand in response to a sale pursuant to Section 3.5 shall not be included in such total). If requested by the Holder or a Permitted Transferee after consultation with the Company, any such registration may be effected in respect of a transaction relating to a debt security of the Holder or a Permitted Transferee, which is exchangeable for Common Shares, and constitutes an offering outside the Holders included Registrable Shares. The Holders initially requesting United States which is exempt from the registration requirements of the Securities Act pursuant to Regulation S and a placement in the United States exempt from registration pursuant to this Section 4 may, at any time prior Rule 144A under the Securities Act and in which the Company undertakes to the effective date effect a registration of the registration statement relating to Shares as soon as possible after completion of such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required transaction in order to have the registration and the related registration statement declared effective by the SEC, then, in any permit such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders shares to be included freely tradeable in the registration United States of the other Holders and the number of shares of Registrable Shares requested to be included thereinAmerica.

Request by Holders. Upon If (i) the Company shall, following the Closing, receive a written request of from the Holders of at ------------------ least 10% twenty-five percent (25%) of the Registrable Shares Securities, that the Company file a registration statement under the Securities Act on Form S-3 or, if Form S-3 is not then available for use by the Company, then such other form as such Holders (calculated on upon the based on advice of the number underwriters, if any, engaged by such Holders) may request (including a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in clause a single 90-day period of all of the Registrable Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until all such Registrable Securities are sold under such registration statement or could be sold under Rule 144 in a single 90-day period, provided that the Company shall not be required to keep such registration statement effective for longer than six (i6) months after the effective date thereof) covering the registration of its definitionRegistrable Securities, and (ii) that BAMSI effect the expected gross proceeds of the sale of Registrable Securities under such registration statement would equal or exceed Five Million Dollars ($5,000,000), then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("REQUEST NOTICE") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Shares, and specifying the amount (which Request Notice; PROVIDED that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to Section 7(b)(iii), other than a registration from which the Registrable Shares which BAMSI has Securities of Holders have been so requested excluded with respect to register by Holders of at least 10% all or any portion of the Registrable SharesSecurities the Holders requested be included in such registration; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); providedPROVIDED, howeverHOWEVER, that BAMSI the Company shall not be required have no obligation to effect more than -------- ------- two registrations pursuant to cause any registration statement contemplated by this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated 7(b)(ii) to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and become effective prior to the effective date of one hundred and eightieth (180th) day after the Closing Date; PROVIDED, FURTHER, that the Company shall have no obligation to cause any "shelf" registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested contemplated by a Holder pursuant to this Section 4 or pursuant 7(b)(ii) to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time become effective prior to the effective date first anniversary of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinClosing Date.

Request by Holders. Upon At any time after the Effective Date, upon the written request of any Holder or Holders (the Holders of at ------------------ least 10% of "Demand Party") requesting that the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holders' Demand Party's Registrable Shares, Securities and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give written notice of such requested registration to all other Holders of Registrable Shares andHolders, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: : (i) the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable SharesDemand Party; and and (ii) all other Registrable Shares Securities which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI given to the Company within 21 15 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable SharesSecurities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, howeverthat, that BAMSI in no event shall not the Company be required to effect more than -------- ------- two registrations pursuant to this Section 4; and provided, further, that BAMSI -------- ------- that, the Company shall not be obligated to file a registration statement relating to a any registration request under this Section 4 4(a) (xi) if unless the aggregate requests by the Holder or Holders for such registration request is delivered after delivery cover at least 15% of a notice the number of Registrable Securities held by BAMSI of an intended registration and prior to Holder on the effective date of the registration statement referred to in this Agreement (as such noticenumber may be adjusted for stock splits, or combinations and similar events), (yii) within a period of 90 days nine months after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such any registration request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of under this Section 4(a). Promptly after , or (iii) if with respect thereto, the expiration managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders Registrable Securities to be included in registered agree to pay the registration expenses of the Company in connection with such an audit other Holders and than the number of shares of Registrable Shares requested to be included thereinregular audit).

Request by Holders. Upon the written request of the Holders of at ------------------ least 10% of the Registrable Shares (calculated on that the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the outstanding Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI the Company within 21 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable Shares); providedPROVIDED, howeverHOWEVER, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; providedPROVIDED, furtherFURTHER, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI the Company of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI the Company requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI the Company revoking such request; providedPROVIDED, howeverHOWEVER, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified Public Offering, receive a written request of from the Holders of at ------------------ least 1020% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (calculated on 10) business days of the based on the number in clause receipt of such written request, give written notice of such request (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, further, that BAMSI -------- ------- other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 effect no more than two (x2) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Registrations pursuant to this Section 4 or pursuant 2.1. For purposes of this Agreement, reference to which registration of securities under the Holders included Registrable Shares. The Holders initially requesting Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a registration pursuant to jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Section 4 may, at any time prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon If the Company shall, at any time after six (6) months following the closing of the Company’s first public offering of its securities, receive a written request from the Initiating Holders that the Company file a registration statement under the Securities Act to register Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) days of the Holders receipt of at ------------------ least 10% such written request, give written notice of such request (the Registrable Shares (calculated on the based on the number in clause (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part of Registrable Securities that the Holders request to be registered and included in such Holders' Registrable Shares, and specifying registration by written notice given by such Holders to the amount Company within twenty (which shall not be less than 10% 20) days after receipt of the Registrable Shares (calculated on Request Notice, subject only to the based on the number in clause (i) limitations of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 42.3; provided, further, provided that BAMSI -------- ------- the Company shall not be obligated to file a effect any such registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to Company has already once, within the effective six (6) month period preceding the date of such request, effected registrations under the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Securities Act pursuant to this Section 4 2.3 or pursuant to Section 2.5 or in which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.3(b) or Section 2.4(b). For purposes of this Section 4 mayAgreement, at any time prior reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration United States law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinapplicable non-United States jurisdiction.

Request by Holders. Upon If (i) the Company shall at any time after the one hundred and twentieth (120th) day after the Closing receive a written request of from the Holders of at ------------------ least 10% fifty percent (50%) of the Series A Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Shares Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (calculated on ii) the based on expected gross proceeds of the number in clause sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (i10) business days of its definitionthe receipt of such written request, give written notice of such request ("Request Notice") that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 7(b); provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to Section 7(b)(iii), other than a registration from which the Registrable Shares which BAMSI has Securities of Holders have been so requested excluded with respect to register by Holders of at least 10% all or any portion of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which Securities the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to requested be included in such registration. If requested by such Holders upon the registration advice of the other Holders and underwriter, the number of shares of Company shall register such Registrable Shares requested to be included thereinSecurities on Form S-1 or any successor registration form.

Request by Holders. Upon If the Company shall receive at any time (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2), a written request ("Demand Notice") from any Holder who holds Registrable Securities in excess of the Holders of at ------------------ least 101% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Shares Securities pursuant to this Section 2.2, then the Company shall, within fifteen (calculated on 15) business days of the based on receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in clause such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (iincluding but not limited to a Requestor) of its definition) that BAMSI effect are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the registration Registration under the Securities Act of all or part Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Applicable Securities requested by the Requestor(s) to be registered pursuant to such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act ofrequest must either: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of be at least 10% of the all Registrable Shares; and Securities then outstanding (but having an anticipated aggregate public offering price of at least $10,000,000) or (ii) all other Registrable Shares which BAMSI has been requested to register by have an anticipated aggregate public offering price (before any other Holder thereof by written request received by BAMSI within 21 days after the giving underwriting discounts and commissions) of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more less than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein$20,000,000.

Request by Holders. Upon At any time or from time to time after the earlier of (i) 90 days after any of the Common Stock of the Company has been registered after the date hereof under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) or (ii) December 12, 1993, upon the written request of the any Holder or Holders of at ------------------ least 10% a majority of the shares of Registrable Shares (calculated on Securities requesting that the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable SharesSecurities (constituting in the aggregate at least 200,000 shares or such lesser number of Registrable Securities then outstanding) or, in the case or the Company-Paid Demand (as hereinafter defined) upon the written request of any Holder or Holders of two-thirds of the shares of Registrable Securities (constituting in the aggregate at least 200,000 shares or such lesser number of Registrable Securities then outstanding) and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give written notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities) to all other Holders of Registrable Shares andSecurities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: : (i) the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Sharessuch Holder or Holders; and and (ii) all other Registrable Shares Securities which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI given to the Company within 21 15 days after the giving of such written notice by BAMSI the Company, all to the extent necessary to permit the disposition (which request shall specify in accordance with the intended method thereof as aforesaid) of disposition of such the Registrable Shares)Securities so to be registered; provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a any registration request under this Section 4 4(a), (xA) if the registration request is delivered after delivery of (other than a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, on Form S-3 or (yany successor or similar short-form registration statement) within a period of 90 days nine months after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.any

Request by Holders. Upon If the Company shall receive at any time after the first anniversary of this Agreement (but not within 12 months of the effective date of another demand registration statement effected by the Company on behalf of any holder of Registrable Securities pursuant to this Section 2.2, or within six months of the effective date of a registration statement effected on behalf of any holder of Registrable Securities pursuant to Section 2.4), a written request from any holder of the Holders Registrable Securities who holds Registrable Securities in excess of at ------------------ least 101% of the then outstanding number of shares of Common Stock (each such PERSON ELIGIBLE TO MAKE A REQUEST, AN "ELIGIBLE HOLDER" AND EACH SUCH PERSON WHO MAKES A REQUEST, A "REQUESTOR") that the Company file a registration statement under the Securities Act covering the registration of Registrable Shares Securities pursuant to this Section 2.2, then the Company shall, within ten (calculated on 10) business days of the based on receipt of SUCH WRITTEN REQUEST, GIVE WRITTEN ACKNOWLEDGMENT OF SUCH REQUEST ("REQUEST ACKNOWLEDGMENT") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such registration statement all or any part of the Registrable Securities then held, the Eligible Holder shall, within ten (10) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in clause such registration statement. Eligible Holders who elect to participate in an offering (iincluding but not limited to a Requestor) of its definition) that BAMSI effect ARE REFERRED TO COLLECTIVELY AS "SELLING SHAREHOLDERS". The Company shall effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities which the Selling Shareholders request to be registered and included in such registration, subject only to the limitations of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of this Section 2.2; provided that the Registrable Shares (calculated on Securities requested by the based on the number in clause (iRequestor(s) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of to be registered pursuant to such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act ofrequest must either: (i) the be at least twenty five percent (25%) of all Registrable Shares which BAMSI has been so requested to register by Holders Securities then outstanding (but having an anticipated aggregate public offering price of at least 10% of the Registrable Shares; and $5,000,000) or (ii) all other Registrable Shares which BAMSI has been requested to register by have an anticipated aggregate public offering price (before any other Holder thereof by written request received by BAMSI within 21 days after the giving underwriting discounts and commissions) of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more less than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein$10,000,000.

Request by Holders. Upon From and after the earlier of (i) the Trigger Date and (ii) November 25, 2003 upon the written request of the Holder or Holders of at ------------------ least 1025% of the Registrable Shares (calculated on that the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holder or Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possiblepracticable, use its reasonable best efforts to effect the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested, and if the Company is then eligible to use such registration) of: (i) the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Sharessuch Holder or Holders; and (ii) all other Registrable Shares which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI the Company within 21 14 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable Shares); providedPROVIDED, howeverHOWEVER, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations one registration during any twelve-month period pursuant to this Section SECTION 4; providedPROVIDED, furtherFURTHER, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a registration request under this Section SECTION 4 (x) if the other than on Form S-3 or any similar short-form registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (ystatement) within a period of 90 180 days after the effective date of any other registration statement of BAMSI requested by a Holder the Company other than registration statements on Form S-3 (or any similar short-form registration statement) or any-successor or similar forms; PROVIDED, FURTHER, that in no event shall the Company be required to effect more than three registrations pursuant to this Section 4 SECTION 4; PROVIDED, FURTHER, that the Company shall not be required to effect any registration if the Company determines that the aggregate offering value of all of the shares to be offered is not reasonably expected to equal at least (i) prior to the occurrence of a Trigger Date or pursuant after the Closing Date (as defined in the Stock Purchase Agreement), $75 million or (ii) after the occurrence of a Trigger Date but prior to which the Closing Date, $15 million. Promptly after the expiration of the 14-day period referred to in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable SharesShares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4 SECTION 4(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI the Company revoking such request; providedPROVIDED, howeverHOWEVER, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (Ii) which is subsequently withdrawn by the Holders after BAMSI the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (IIii) which is not declared effective solely as a result of the failure of the Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section SECTION 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company shall, at any time after six (6) months following the closing of the Company’s first Qualified Public Offering (as defined in the Carlyle Rights Agreement), receive a written request of the Holders from a Holder of at ------------------ least 10% twenty percent (20%) of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 1.3, then the Company shall, within ten (calculated on 10) Business Days of the based on the number in clause receipt of such written request, give written notice of such request (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 1.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has already twice, within the twelve (calculated on 12) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this 1.3 or Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to 1.5 or in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to the provisions of Section 1.4, other than a registration from which the Registrable Securities have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 1.4(a). For purposes of this Section 4 mayAgreement, at any time prior reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration United States law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinapplicable non-United States jurisdiction.

Request by Holders. Upon the written request of any Holder or Holders (which request may be made at any time before or after the Holders of at ------------------ least 10% of Closing) requesting that the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part an amount of such Holder's or Holders' Registrable SharesSecurities representing, in the aggregate, not less than the Minimum Amount, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give written notice of such requested registration to all other Holders of Registrable Shares andSecurities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: : (i) the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Sharessuch Holder or Holders; and and (ii) if, at the time of such request, there are any other Holders of Registrable Securities, all other Registrable Shares Securities which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI given to the Company within 21 15 days after the giving of such written notice by BAMSI the Company (which the original request shall specify and all additional requests given within such 15-day period being considered one request for registration), so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of disposition of such the Registrable Shares)Securities so to be registered; provided, however, that BAMSI the Company may delay filing the registration statement for up to 180 days if its Board of Directors determines that filing the Registration Statement would be materially detrimental to the Company, provided, further, however, that the Company may not so delay such filing with respect to a registration requested pursuant to this Section 4(b) on or before the 30th day following the Closing (an "Early Registration"). So long as the Company does not breach any of its obligations in respect of the registration contemplated by this Section 4 (other than a breach which would not materially adversely affect any Holder's rights hereunder), with respect to all Holders, the Company shall not only be required to effect more than -------- ------- two registrations comply with an aggregate of three requests for registration pursuant to this Section 4; provided. The requests for registration referred to in the preceding sentence may be exercised by the Holders, furtherin the aggregate, that BAMSI -------- ------- shall not be obligated to file no more than twice in a twelve calendar month period. If any Holder withdraws its request for registration following the filing of a registration statement relating to therefor and other than as a registration request under this Section 4 (x) if the registration request is delivered after delivery result of a notice by BAMSI material adverse change in the business, financial condition or results of an intended registration and prior operations of the Company, such withdrawn request shall be deemed to be one of the three requests granted to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Holders pursuant to this Section 4 4. If (a) any Holder withdraws its request for registration (i) after the filing of a registration statement therefor as a result of a material adverse change in the business, financial condition or results of operations of the Company, or (ii) prior to such filing, (b) the Company withdraws the registration statement for any reason other than a breach by such Holder of its obligations hereunder with respect to such registration statement, or (c) an offering of Registrable Securities pursuant to which the requested registration statement after it has become effective is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and the Holders of a majority of the Registrable Securities included Registrable Shares. The in such registration statement determine not to proceed with such offering, then in each such event the request for such registration shall not be deemed to be one of the three requests granted to the Holders initially requesting a registration pursuant to this Section 4 may4. The Holders shall only exercise registration rights for Registrable Securities which they intend to sell, at any time prior to transfer or otherwise dispose of within 60 days of the effective date effectiveness of the registration statement relating to such registrationRegistrable Securities. The Company shall not include in such registration securities proposed to be sold for its account or securities held by any other Person, revoke unless such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders securities proposed to be included in the such registration are of the other Holders and same class or series of capital stock of the number Company as the class or series of shares of capital stock constituting Registrable Shares Securities for which registration has been requested to be included therein(or American Depositary Shares, as applicable).

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) that date that is four years following the Closing Date (as defined in the Purchase Agreement) or (ii) the closing of a Qualified IPO, receive a written request of from the Holders of at ------------------ least 1020% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (calculated on 10) business days of the based on receipt of such written request, give written notice of such request (the number in clause (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Shares which BAMSI has Securities of the Holders have been so requested excluded (with respect to register by Holders of at least 10% all or any portion of the Registrable Shares; and (iiSecurities the Holders requested be included in such registration) all other Registrable Shares which BAMSI has been requested pursuant to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving provisions of such written notice by BAMSI (which request Section 2.4(a). The Company shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required obligated to effect no more than -------- ------- two (2) registrations pursuant to this Section 4; provided2.3. For purposes of this Agreement, furtherreference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under in each such case all references in this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement referred to in such noticestatements and registration of securities thereunder, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon At any time subsequent to six months following the IPO Date, subject to Section 11 hereof, upon the written request of the Holders of at ------------------ least 1025% of the Registrable Shares (calculated on that the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holders' Registrable SharesShares (the date on which such request is received is hereinafter referred to as the "Demand Registration Date"), and specifying the amount (which shall not be less than 1050% of the outstanding Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregateheld by each Holder that requests registration) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 1025% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI the Company has been requested to register by any other Other Holder thereof by written request received by BAMSI the Company within 21 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI in no event shall not the Company be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if . Promptly after the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date expiration of the registration statement 21-day period referred to in such noticeclause (ii) above, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which Company will notify all the Holders to be included in the registration of the Other Holders and the number of shares of Registrable SharesShares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement Registration Statement relating to such registration, revoke such request by providing a written notice to BAMSI the Company revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (Ii) which is subsequently withdrawn by the Company at the request of the Holders after BAMSI the Company has filed a registration statement Registration Statement with the SEC in connection therewith but prior to such demand registration being which has been declared effective by the SEC or (IIii) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement Registration Statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If the Company shall receive, at any time after the earlier of the third anniversary of the Initial Closing (as such term is defined in the Series D-1 Purchase Agreement) or 180 days after the effective date of the Company’s initial public offering of its securities pursuant to a registration statement filed under the Securities Act (an “IPO”), a written request of from the Holders of at ------------------ least 1030% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2 (calculated on the based on “Written Request”), then the number in clause Company shall, within 20 days after the receipt of such Written Request, give written notice of such Written Request (ithe “Request Notice”) of to all Holders, and use its definition) that BAMSI effect reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part of Registrable Securities which the Holders request to be registered and included in such Holders' Registrable Shares, registration by the original Written Request and specifying by written notice given by such Holders to the amount (which shall not be less than 10% Company within 20 days after receipt of the Registrable Shares (calculated on Request Notice, respectively, subject only to the based on the number in clause (i) limitations of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares)this Section 2; provided, however, that BAMSI shall not the aggregate Registrable Securities requested by all Holders to be required to effect more than -------- ------- two registrations registered pursuant to this Section 4; such request must be at least 30% of all Registrable Securities then outstanding and have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000, and provided, further, that BAMSI -------- ------- if, within 30 days of such Written Request, the Company delivers to all Holders requesting the registration of Registrable Securities pursuant to this Section 2.2(a) a certificate signed by the Chief Executive Officer of the Company stating the Company’s intent to file a registration statement for an IPO and stating the belief of the Chief Executive Officer that such IPO will be a Qualifying IPO (and provided that such registration statement is actually filed within 90 days of the delivery of such certificate and is not subsequently withdrawn, such IPO is not suspended for a period of more than 90 days, and such IPO does not fail to become a Qualifying IPO), then the Company shall not be obligated to file effect a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 until 180 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinIPO.

Request by Holders. Upon At any time starting at the earlier of (i) three (3) years after the date hereof or (ii) six (6) months following the closing of the Company’s first firm commitment underwritten public offering and upon receipt of a written request of the from Holders of at ------------------ least 1025% of the Registrable Shares Securities Then Outstanding (calculated the “Initiating Holders”) that the Company file a registration statement on a form other than Form F-3 under the based on Securities Act covering the number in clause registration of Registrable Securities pursuant to this Section 3.03, the Company shall (i) within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all other Holders and other shareholders of the Company with piggyback registration rights, and (ii) use its definition) that BAMSI effect commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Initiating holders request to be registered, together with all Registrable Securities of any other Holders requested to be included in such Holders' Registrable Shares, and specifying registration by written notice given by such other Holders to the amount Company within twenty (which shall not be less than 10% 20) days after receipt of the Registrable Shares (calculated on Request Notice, subject only to the based on the number in clause (i) limitations of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 43.03; provided, further, provided that BAMSI -------- ------- the Company shall not be obligated to file a effect any such registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to Company has already effected twice, within the effective twelve (12) month period preceding the date of such request, a Registration under the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Securities Act pursuant to this Section 4 3.03 or pursuant to Section 3.05 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.04, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included Registrable Shares. The Holders initially requesting a in such registration) pursuant to the provisions of Sections 3.03(b), 3.04(b) and 3.05(d); (y) after the Company has effected one registration pursuant to this Section 4 may, at 3.03 during any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such requestnine-month period; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (IIz) which is not declared effective solely as a result of if the failure of Initiating. Holders propose to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number dispose of shares of Registrable Shares requested Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3.05. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be included thereindeemed to mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. Upon At such time that the Company qualifies for the use of Form S-3 and upon the written request of the Holders of at ------------------ least 10% [25]% of the Registrable Shares (calculated on that the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% [50]% of the outstanding Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregateheld by each Holder that requests registration) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 10% [25]% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI the Company within 21 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations one registration during any twelve-month period pursuant to this Section 4; and provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement Registration Statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days three months after the effective date of any other registration statement Registration Statement of BAMSI requested by a Holder the Company; and provided, further, that in no event shall the Company be required to effect more than three registrations pursuant to this Section 4 or pursuant 4. Promptly after the expiration of the [21]-day period referred to which in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable SharesShares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement Registration Statement relating to such registration, revoke such request by providing a written notice to BAMSI the Company revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (Ii) which is subsequently withdrawn by the Holders after BAMSI the Company has filed a registration statement Registration Statement with the SEC in connection therewith but prior to such demand registration being which has been declared effective by the SEC or (IIii) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement Registration Statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon If (i) the Company shall at any time after the one hundred and twentieth (120th) day after the Closing receive a written request of from the Holders of at ------------------ least 10% fifty percent (50%) of the Series C Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Shares Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (calculated on ii) the based on expected gross proceeds of the number in clause sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (i10) business days of its definitionthe receipt of such written request, give written notice of such request ("Request Notice") that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 7(b); provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to Section 7(b)(iii), other than a registration from which the Registrable Shares which BAMSI has Securities of Holders have been so requested excluded with respect to register by Holders of at least 10% all or any portion of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which Securities the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to requested be included in such registration. If requested by such Holders upon the registration advice of the other Holders and underwriter, the number of shares of Company shall register such Registrable Shares requested to be included thereinSecurities on Form S-1 or any successor registration form.

Request by Holders. Upon If the Company shall receive at any time (but not within 12 months of the effective date of another Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2, a written request ("Demand Notice") from any Holder (treating as a single Holder for purposes of this Section 2.2(a) the Investors and any affiliated investment fund that holds Registrable Securities) who holds Registrable Securities in excess of the Holders greater of at ------------------ least 10200,000 units of Registrable Securities or 1% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Shares Securities pursuant to this Section 2.2, then the Company shall, within fifteen (calculated on 15) business days of the based on receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in clause such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (iincluding but not limited to a Requestor) of its definition) that BAMSI effect are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the registration Registration under the Securities Act of all or part Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the aggregate amount of Applicable Securities requested to be registered pursuant to such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act ofrequest must either: (i) the be at least fifty percent (50%) of all Registrable Shares which BAMSI has been so requested to register by Holders Securities then outstanding (but having an anticipated aggregate public offering price of at least 10% of the Registrable Shares; and $5,000,000) or (ii) all other Registrable Shares which BAMSI has been requested have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $10,000,000. The Company shall use its commercially reasonable efforts to register by any other Holder thereof by written request received by BAMSI within 21 days after maintain the giving effectiveness of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall Registration Statement for not be required to effect more less than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered twelve months after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinit becomes effective.

Request by Holders. Upon If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the Closing Date (as defined in the Share Purchase Agreement) or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request of from the Holders of at ------------------ least 1050% of the Registrable Shares Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (calculated on 20%) (or any lesser percentage if the based on anticipated gross proceeds to the number in clause (iCompany from such proposed offering would exceed US$5,000,000) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) Business Days (as defined in Share Purchase Agreement) of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 2.3; provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, furtherother than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). Notwithstanding the foregoing, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 effect no more than two (x2) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Registrations pursuant to this Section 4 or pursuant 2.3. For purposes of this Agreement, reference to which registration of securities under the Holders included Registrable Shares. The Holders initially requesting Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a registration pursuant to jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Section 4 may, at any time prior Agreement to the effective date Securities Act, the Exchange Act and rules, forms of the registration statement relating to such registrationstatements and registration of securities thereunder, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration U.S. law and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand deemed to refer, to the equivalent statutes, rules, forms of registration for purposes statements, registration of this Section 4(a). Promptly after the expiration securities and laws of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included and equivalent government authority in the registration of applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the other Holders and U.S. securities laws in the number of shares of Registrable Shares requested condition that the Company is not at that time eligible to be included thereinuse Form F-3.

Request by Holders. Upon If Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "LOCK-UP EXPIRATION DATE"), receive a written request from Cadence, Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Holders of Cadence Group (or any Registrable Securities issued in exchange therefor) holding at ------------------ least ten percent (10% %) of the aggregate outstanding number of such LP Units that Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of Registrable Shares Securities pursuant to this Section 3.4(b), then Tality shall, within ten (calculated on 10) Business Days after the based on the number in clause receipt of such written request, give written notice of such request (i"REQUEST NOTICE") of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to Tality within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.4(b); PROVIDED, HOWEVER, that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least ten percent (10%) of all Registrable Securities then held by or part of such Holders' Registrable Sharesissuable to them; PROVIDED FURTHER, and specifying the amount (which that Tality shall not be less than 10% of obligated to effect any such registration if Tality has, within the Registrable Shares six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this 3.4(b) or Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice3.4(d), or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to in which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to Section 3.4(c), other than a registration pursuant from which the Registrable Securities of Holders have been excluded (with respect to this Section 4 may, at all or any time prior to the effective date portion of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event Registrable Securities the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to requested be included in the registration of the other Holders and the number of shares of Registrable Shares requested such registration) pursuant to be included thereinSection 3.4(c)(i).

Request by Holders. Upon At any time two years after the date of this Agreement, or in the case of an underwritten offering, at any time one year after the date of this Agreement, upon receipt by the Company of a written request of from the Holders of at ------------------ least 10fifty (50%) percent of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of an amount of Registrable Securities with respect to at least 50% of the outstanding Registrable Shares Securities, then the Company will, within ten (calculated on 10) business days of the based on the number in clause receipt of such written request, give written notice of such request (i“Request Notice”) of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all or Registrable Securities which the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 1.2; provided, however, that the Company shall not be required to comply with a Request Notice of Registrable Securities having a value of less than $750,000. • Underwriting. If the Holders initiating the registration request under this Section 1.2 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they will so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company will include such Holders' information in the written notice referred to in subsection 1.2(a). In such event, the right of any Holder to include his Registrable SharesSecurities in such registration will 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 will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, and specifying subject to the amount (approval of a majority of the Holders which shall not be less than 10% of unreasonably withheld or delayed. Notwithstanding the Registrable Shares (calculated on foregoing, with respect to the based on the number in clause underwriting agreement or any other documents reasonably required under such agreement, (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice of such requested registration no Holder shall be required to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts make any representation or warranty with respect to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% or on behalf of the Registrable Shares; Company or any other shareholder of the Company and (ii) all the liability of any Holder shall be limited as provided in Section 1.7(b) hereof. Notwithstanding any other Registrable Shares which BAMSI has been provision of this Section 1.2, if the managing underwriter advises the Company in writing that in its opinion the number of securities requested to register be included in the registration creates a substantial risk that the price per share of Common Stock will be reduced, then the Company will so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting will be reduced as required by any other the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder thereof by written request received by BAMSI within 21 days after requesting registration (including the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable SharesInitiating Holders); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested Securities to be included thereinin such underwriting and registration will not be reduced unless all securities other than Registrable Securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice, on or before the fifth (5th) day prior to the effectiveness of the registration statement, to the Company, the managing underwriter and the other Holders.

Request by Holders. Upon the written request of the from Holders of at ------------------ least 10% fifty percent (50%) of the Registrable Shares Securities then outstanding (calculated on the based on "INITIATING Holders") requesting that the number in clause (i) of its definition) that BAMSI Company effect the a registration under the Securities Act of all or part of such Initiating Holders' Registrable Shares, Securities and specifying the amount intended method or methods of disposition thereof (which shall not be less than 10% may include block trades) (the "REGISTRATION REQUEST"), then the Company shall, within fifteen (15) days of the Registrable Shares (calculated on the based on the number in clause (i) receipt of its definition) in the aggregate) and the intended method of disposition thereofsuch Registration Request, BAMSI will promptly give written notice of such requested registration request ("REQUEST NOTICE") to all Holders (other Holders of Registrable Shares than Initiating Holders) and, thereafter, shall prepare and, as expeditiously soon as possiblereasonably practicable, use its best efforts file with the SEC a registration statement on Form S-3 (a "DEMAND REGISTRATION STATEMENT") registering the disposition in a non-underwritten offering pursuant to effect the registration Rule 415 promulgated under the Securities Act of: (i"RULE 415"), in accordance with the reasonably intended method or methods of disposition specified in the Registration Request of all Registrable Securities that Holders request to be registered and included in such Demand Registration Statement in accordance with this Section 2.1(a) (a "DEMAND REGISTRATION"). Notwithstanding the Registrable Shares which BAMSI has been so requested foregoing, in no event may Initiating Holders deliver a request that the Company effect a Demand Registration pursuant to this Section 2.1(a) earlier than ninety (90) days prior to the first anniversary of the Effective Date. In the event Form S-3 is unavailable for such a registration, the Company shall use such other form as is available, in the Company's reasonable judgment, to register by Holders of at least 10% the public resale of the Registrable Shares; and Securities in a non-underwritten offering pursuant to Rule 415. To be included in the Demand Registration Statement, any Holder (iiother than Initiating Holders) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI must provide, within 21 twenty (20) days after receipt of the giving of such Request Notice, written notice by BAMSI to the Company of the number of shares of Registrable Securities such Holder has elected to include in the Demand Registration Statement (which request notice shall specify the intended method or methods of disposition of such Registrable SharesSecurities, which may include block trades). The Company shall use its commercially reasonable efforts to have the Demand Registration Statement declared effective by the SEC as soon as reasonably practicable after it files the Demand Registration Statement with the SEC; provided, however, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request have no obligation under this Section 4 (x2.1(a) if to seek to have the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being Demand Registration Statement declared effective by the SEC or (II) which is not declared effective solely as a result prior to the first anniversary of the failure Effective Date. The Stockholder's rights under Section 2.1 are subject to the provisions of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein3.

Request by Holders. Upon If Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "LOCK-UP EXPIRATION DATE"), receive a written request from Cadence or any subsequent Holder of LP Units originally issued to Cadence or any other member of the Holders of Cadence Group (or any Registrable Securities issued in exchange therefor) holding at ------------------ least ten percent (10% %) of the aggregate outstanding number of such LP Units that Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of Registrable Shares Securities pursuant to this Section 3.4(b), then Tality shall, within ten (calculated on 10) Business Days after the based on the number in clause receipt of such written request, give written notice of such request (i"REQUEST NOTICE") of to all Holders, and use its definition) that BAMSI effect best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to Tality within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.4(b); PROVIDED, HOWEVER, that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least ten percent (10%) of all Registrable Securities then held by or part of such Holders' Registrable Sharesissuable to them; and PROVIDED FURTHER, and specifying the amount (which that Tality shall not be less than 10% of obligated to effect any such registration if Tality has, within the Registrable Shares six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this 3.4(b) or Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice3.4(d), or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to in which the Holders included Registrable Shares. The Holders initially requesting had an opportunity to participate pursuant to Section 3.4(c), other than a registration pursuant from which the Registrable Securities of Holders have been excluded (with respect to this Section 4 may, at all or any time prior to the effective date portion of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event Registrable Securities the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to requested be included in the registration of the other Holders and the number of shares of Registrable Shares requested such registration) pursuant to be included thereinSection 3.4(c)(i).

Request by Holders. Upon If the Company shall at any time beginning 180 days after the date of the Closing receive a written request of from any Holder that the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI effect the Company file a registration statement under the Securities Act covering the registration of all or part Registrable Securities pursuant to this Section 2.2, then the Company shall, within five (5) Business Days of the receipt of such Holders' Registrable Shareswritten request, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give written notice of such requested registration request (“Request Notice”) to all other Holders of Registrable Shares andHolders, as expeditiously as possible, and use its best efforts to effect the registration under the Securities Act of: of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (i20) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% days after receipt of the Registrable SharesRequest Notice, subject only to the limitations of this Section 2.2; and (ii) all other Registrable Shares which BAMSI has been provided that, in connection with a demand registration requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided2.2, further, that BAMSI -------- ------- the Company shall not be obligated use best efforts to file a cause any registration statement relating thereto to a registration be filed with the Commission within 30 days after such request under this Section 4 (x) if and the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior Company shall use best efforts to the effective date of the cause such registration statement referred to in such notice, or (y) be declared effective by the Commission within a period 60 days of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, that the Company shall not be required to cause any registration statement prepared and filed with the Commission in the -------- ------- event the Holders shall have made a written request for connection with a demand registration pursuant to this Section 2.2 to be declared effective within 240 days after the Closing; provided that the Company shall not be obligated to effect any such registration: (Ii) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.2 or Section 2.4 or in which is subsequently withdrawn by the Holders after BAMSI has filed had an opportunity to participate pursuant to the provisions of Section 2.3, other than a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC from which all or (II) which is not declared effective solely as a result any portion of the failure of Registrable Securities the Holders to take all actions reasonably required requested be included in order to such registration have the registration and the related registration statement declared effective by the SEC, then, been excluded in any such event, such demand registration shall be counted as a demand registration for purposes of this accordance with Section 4(a2.3(b). Promptly after the expiration of the 21-day period referred to in clause ; (ii) aboveif in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, BAMSI will notify all qualification or compliance unless the Holders Company is already subject to service in such jurisdiction and except as may be included in required by the Securities Act; and (iii) after the Company has effected three (3) such registrations pursuant to this Section 2.2(a), and each such registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinhas been declared or ordered effective.

Request by Holders. Upon If the Company shall, following the date hereof, receive a written request of from the Holders of at ------------------ least 10% twenty-five percent (25%) of the Registrable Shares Securities, that the Company file a registration statement under the Securities Act on Form S-3 or, if the Company is not eligible to file a registration statement on Form S-3 such other form as such Holders (calculated on upon the based on advice of the number in clause underwriters, if any, engaged by such Holders) may request covering the registration of Registrable Securities, then the Company shall, within ten (i10) business days of its definitionthe receipt of such written request, give written notice of such request ("REQUEST NOTICE") that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Shares, and specifying the amount (which Request Notice; PROVIDED that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to Section 2.3, other than a registration from which the Registrable Shares which BAMSI has Securities of Holders have been so requested excluded with respect to register by Holders of at least 10% all or any portion of the Registrable SharesSecurities the Holders requested be included in such registration; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); providedPROVIDED, howeverHOWEVER, that BAMSI the Company shall not be required have no obligation to effect more than -------- ------- two registrations pursuant to cause any registration statement contemplated by this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated 2.1 to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and become effective prior to the effective three hundred and sixty-fifth (365th) day after the date hereof. If requested by such Holders, upon the advice of the underwriters, if any, engaged by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinform.

Request by Holders. Upon If (i) the Company shall at any time after the one hundred and twentieth (120th) day after the Closing receive a written request of from the Holders of at ------------------ least 10% fifty percent (50%) of the Series B Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Shares Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (calculated on ii) the based on expected gross proceeds of the number in clause sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (i10) business days of its definitionthe receipt of such written request, give written notice of such request ("Request Notice") that BAMSI effect to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all or part Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of such Holders' Registrable Sharesthe Request Notice, and specifying subject only to the amount (which limitations of this Section 7(b); provided that the Company shall not be less than 10% of obligated to effect any such registration if the Registrable Shares Company has, within the six (calculated on 6) month period preceding the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give notice date of such requested registration to all other Holders of Registrable Shares andrequest, as expeditiously as possible, use its best efforts to effect the already effected a registration under the Securities Act of: (i) pursuant to Section 7(b)(iii), other than a registration from which the Registrable Shares which BAMSI has Securities of Holders have been so requested excluded with respect to register by Holders of at least 10% all or any portion of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which Securities the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to requested be included in such registration. If requested by such Holders upon the registration advice of the other Holders and underwriter, the number of shares of Company shall register such Registrable Shares requested to be included thereinSecurities on Form S-1 or any successor registration form.

Request by Holders. Upon At any time from and after the date hereof, upon the written request of any Holder or Holders requesting that the Holders of at ------------------ least 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holder’s or Holders' ’ Registrable Shares, and specifying the amount (which shall Securities representing not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) Securities then outstanding, and specifying the intended method of disposition thereof, BAMSI the Company will promptly give written notice of such requested registration to all other Holders of Registrable Shares andSecurities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: : (i) the Registrable Shares Securities which BAMSI the Company has been so requested to register by Holders of at least 10% of the Registrable Sharessuch Holder or Holders; and and (ii) all other Registrable Shares Securities which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI given to the Company within 21 15 days after the giving of such written notice by BAMSI the Company (which the original request shall specify and all additional requests given within such 15-day period being considered one request for registration), so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of disposition of such the Registrable Shares)Securities so to be registered; provided, however, that BAMSI the Company may delay filing the registration statement for up to 180 days if its Board of Directors determines that filing the Registration Statement would be materially detrimental to the Company. So long as the Company does not breach any of its obligations in respect of the registration contemplated by this Section 4 (other than a breach which would not materially adversely affect any Holder’s rights hereunder), with respect to all Holders, the Company shall not only be required to effect more than -------- ------- two registrations comply with an aggregate of five requests for registration pursuant to this Section 4; provided. The requests for registration referred to in the preceding sentence may be exercised by the Holders, furtherin the aggregate, that BAMSI -------- ------- shall not be obligated to file no more than twice in a twelve calendar month period. If any Holder withdraws its request for registration following the filing of a registration statement relating to therefor and other than as a registration request under this Section 4 (x) if the registration request is delivered after delivery result of a notice by BAMSI material adverse change in the business, financial condition or results of an intended registration and prior operations of the Company, such withdrawn request shall be deemed to be one of the five requests granted to the effective date of the registration statement referred to in such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder Holders pursuant to this Section 4 4. If (a) any Holder withdraws its request for registration (i) after the filing of a registration statement therefor as a result of a material adverse change in the business, financial condition or results of operations of the Company, or (ii) prior to such filing, (b) the Company withdraws the registration statement for any reason other than a breach by such Holder of its obligations hereunder with respect to such registration statement, or (c) an offering of Registrable Securities pursuant to which the requested registration statement after it has become effective is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and the Holders of a majority of the Registrable Securities included Registrable Shares. The in such registration statement determine not to proceed with such offering, then in each such event the request for such registration shall not be deemed to be one of the five requests granted to the Holders initially requesting a registration pursuant to this Section 4 may4. The Holders shall only exercise registration rights for Registrable Securities which they intend to sell, at any time prior to transfer or otherwise dispose of within 60 days of the effective date effectiveness of the registration statement relating to such registrationRegistrable Securities. The Company shall not include in such registration securities proposed to be sold for its account or securities held by any other Person, revoke unless such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders securities proposed to be included in the such registration are of the other Holders and same class or series of capital stock of the number Company as the class or series of shares of capital stock constituting Registrable Shares Securities for which registration has been requested to be included therein(or American Depositary Shares, as applicable).

Request by Holders. Upon the Company's receipt of written request of the Holders of at ------------------ least 1020% of the Registrable Shares (calculated on that the based on the number in clause (i) of its definition) that BAMSI Company effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which BAMSI the Company has been so requested to register by Holders of at least 1020% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI the Company has been requested to register by any other Holder thereof by written request received by BAMSI the Company within 21 days after the giving of such written notice by BAMSI the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI the Company shall not be required to effect more than -------- ------- two registrations one registration during any twelve-month period pursuant to this Section 4; provided, further, that BAMSI -------- ------- the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the other than on Form S-3 or any similar short-form registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in such notice, or (ystatement) within a period of 90 days three months after the effective date of any other registration statement of BAMSI requested by a Holder the Company other than registration statements on Form S-3 (or any similar short-form registration statement or any successor or similar forms); provided, further, that in no event shall the Company be required to effect more than two registrations in the aggregate pursuant to this Section 4 or pursuant 4. Promptly after the expiration of the 21-day period referred to which in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable SharesShares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke cause such request registration to be withdrawn by the Company by providing a written notice to BAMSI revoking the Company requesting such requestwithdrawal; provided, however, thatthat upon any such request for withdrawal, in the -------- ------- event the such Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the SEC in connection therewith but prior forfeited their right to such demand registration being declared effective by the SEC or (II) which is not declared effective solely as a result of the failure of hereunder, and such Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as responsible for the payment, on a demand registration for purposes pro rata basis, of this Section 4(a). Promptly after the expiration of the 21-day period referred to all Registration Expenses incurred in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included thereinconnection therewith.