Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall at any time after the earlier of six (6) months after the closing of an IPO, or three (3) years after Closing receive a written request from Initiating Holders that the Company effect a registration, qualification or compliance with respect to the Registrable Securities pursuant to this Section 3.5, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.5; provided that the Company shall not be obligated to effect any such registration: (i) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall at any time after the earlier of six (6i) months after the fourth anniversary of the date hereof, or (ii) the closing of an IPO, or three (3) years after Closing the Company’s first firm commitment underwritten public offering the Company shall receive a written request from Initiating the Holders that of at least thirty percent (30%) of the Company effect Registrable Securities to file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect effect, or to take any action to effect, any such registrationregistration if: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated three (3) such registrations pursuant to this Section 2.3 (counting for these purposes only registrations which have been declared or ordered effective); (iii) During the period starting with the date sixty (60) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iiiiv) If the Initiating Holders may (defined below) propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 4 hereof; (v) If the Initiating Holders (defined below) do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld); or (vi) If the Company and the Initiating Holders (defined below) are unable to obtain the commitment of the underwriter described in clause (v) above to firmly underwrite the offer.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months after following the closing effectiveness of an a registration statement for a Qualified IPO, or three (3) years after Closing receive a written request from Initiating any Holders of the Registrable Securities then Outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of the Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 2.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a), provided that the . The Company is actively employing in good faith commercially reasonable efforts shall be obligated to cause such registration statement to become effective; (ii) After the Company has effected effect no more than two (2) such registrations pursuant to this Section 3.5(a)2.3. For purposes of this Agreement, and such reference to registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 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 effect on each such case all references in this Agreement to the date hereof Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any successor comparable form under the Securities Act (“U.S. securities laws in the condition that the Company is not at that time eligible to use Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall shall, at any time after the earlier of six (6i) months after that date that is four (4) years following the Closing Date (as defined in the Share Purchase Agreement) or (ii) the closing of an IPO, or three (3) years after Closing receive a written request from Initiating the Holders of at least 20% of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 2.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a), provided that the . The Company is actively employing in good faith commercially reasonable efforts shall be obligated to cause such registration statement to become effective; effect no more than three (ii3) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a)2.3. For purposes of this Agreement, and such reference to registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 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 effect on each such case all references in this Agreement to the date hereof Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any successor comparable form under the Securities Act (“U.S. securities laws in the condition that the Company is not at that time eligible to use Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall at any time after the earlier of six (6) months after following the closing of an IPO, or three (3) years after Closing the Company’s first firm commitment underwritten public offering the Company shall receive a written request from Initiating the Holders that of at least twenty-five percent (25%) of the Company effect Registrable Securities to file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect effect, or to take any action to effect, any such registrationregistration if: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated three (3) such registrations pursuant to this section (counting for these purposes only registrations which have been declared or ordered effective); (iii) During the period starting with the date sixty (60) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iiiiv) If the Initiating Holders may (defined below) propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 section 4 hereof; (v) If the Initiating Holders (defined below) do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld); or (vi) If the Company and the Initiating Holders (defined below) are unable to obtain the commitment of the underwriter described in clause (v) above to firmly underwrite the offer.

Request by Holders. If the Company shall at any time after the earlier of six (6) months after the closing of an IPO, or three (3) years after Closing receive a written request from Initiating the Holders of at least twenty percent (20%) of the Registrable Securities then Outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.53; and provided that (i) the Registrable Securities to be registered would exceed twenty percent (20%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed 5% of the market capitalization of the Company, which is determined by the opening price of the Company’s registered shares as of the first trading day immediately after the occurrence of the IPO, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.53; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 3 or Section 5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(b), provided that the . The Company is actively employing in good faith commercially reasonable efforts shall be obligated to cause such effect no more than one (1) registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a)3 or Section 5 for every 5% of the Company’s outstanding share capital on a fully-diluted (by treasury method) basis held by the Holders, and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose percentage to be calculated as of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under immediately following the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 date hereof.

Request by Holders. If the Company shall shall, at any time after the earlier of six (6i) June 30, 2007 or (ii) twelve (12) months after following the closing taking effect of an IPOa registration statement for a Qualified Public Offering, or three (3) years after Closing receive a written request from Initiating the Holders of at least 50% of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.3 of not less than the lesser of (i) twenty percent (20%) of the Registrable Securities or (ii) any lesser percentage if the anticipated gross proceeds from the offering exceed US$5,000,000, then the Company shall, within ten (10) Business Days days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and as soon as practicable, file and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of Holders to the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of the Request NoticeCompany, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (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(b). For purposes of this Agreement, reference to registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect and the Exchange Act shall be deemed to an employee benefit plan)mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, provided it being understood and agreed that the Company is actively employing in good faith commercially reasonable efforts each such case all references in this Agreement to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act, the Exchange Act as and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofapplicable non-U.S. jurisdiction.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months after following the closing effectiveness of a registration statement for a an IPOInitial Public Offering, or three (3) years after Closing receive a written request from Initiating the Holders of at least twenty-five percent (25%) of the Registrable Securities then Outstanding, which Holders include the Series C Supermajority, that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of the Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 2.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a), provided that the . The Company is actively employing in good faith commercially reasonable efforts shall be obligated to cause such registration statement to become effective; effect no more than three (ii3) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a)2.3. For purposes of this Agreement, and such reference to registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 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 effect on each such case all references in this Agreement to the date hereof Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-1” or “Form F-3” shall be deemed to refer to Form S-1 or Form S-3 or any successor comparable form under the Securities Act (“U.S. securities laws in the condition that the Company is not at that time eligible to use Form S-3/F-1 or Form F-3”) pursuant to a request made under Section 3.7 hereof, as applicable.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) six (6) months after the closing of an IPO, or three (3) years after Closing or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from Initiating the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company effect file a registration, qualification registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or compliance with respect any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (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). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities in a transaction under Rule 145 promulgated under the Securities Act (and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Rule 145”) Form F-3” shall be deemed to refer to Form S-3 or with respect to an employee benefit plan), provided any comparable form under the U.S. securities laws in the condition that the Company is actively employing in good faith commercially reasonable efforts not at that time eligible to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on use Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall shall, at any time after the earlier of six (6i) months after the closing fifth (5th) anniversary of an IPOthe Closing Date (as defined in the Share Purchase Agreement), or three (3ii) years after Closing 180 days following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from Initiating the Holders of at least 25% of the Registrable Securities then outstanding that the Company effect file a registration, qualification registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or compliance with respect any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities pursuant to this Section 3.52.3 (as applicable), then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give a written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (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). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than solely due to the action or inaction of the Holders including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities in a transaction under Rule 145 promulgated 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 is 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 SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Rule 145”) Form F-3” shall be deemed to refer to Form S-3 or with respect to an employee benefit plan), provided any comparable form under the U.S. securities laws in the condition that the Company is actively employing in good faith commercially reasonable efforts not at that time eligible to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on use Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If At any time, and from time to time, after 90 days following the Company shall at any time after Closing, upon the earlier of six (6) months after the closing of an IPO, or three (3) years after Closing receive a written request from Initiating Holders of any Holder requesting that the Company effect a registration, qualification the registration under the Securities Act of all or compliance with respect to part of the Registrable Securities pursuant to this Section 3.5and specifying the intended method of disposition thereof, then the Company shall, within ten (10) Business Days of the receipt of such written requestas promptly as practicable, give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued effect the registration under the Securities Act and (including by means of a shelf registration (which the Company shall not be required to keep effective for more than 120 days) pursuant to Rule 415 under the Securities Act (or any other governmental requirements or regulationssuccessor rule thereto) as may be if so requested and as would permit or facilitate if the sale and distribution of all or Company is then eligible to effect a shelf registration for such portion of such Registrable Securities as are specified in such request, together with all or such portion disposition) of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by which the Company within twenty has been so requested to register so as to permit the disposition (20in accordance with the intended method thereof as aforesaid) days after receipt of the Request Notice, subject only Registrable Securities so to the limitations of this Section 3.5be registered; provided that the Company shall not be obligated to file a registration statement relating to any request for registration under this Section 6.01 within a period of 180 days after the effective date of any other registration statement or prospectus which included Ordinary Shares of the Holder making such request or its Affiliates under this Section 6.01; provided further that the Company shall not be required to effect any more than eight requested registrations pursuant to this Article VI. The Holder providing such notice shall also notify the other Holders, each of which shall be able to request that Voting Shares they Beneficially Own be included as part of such requested registration: (i) During ; provided that during the period starting with commencing on the date sixty (60) days prior to the Company’s estimated date of filing of, Closing and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities first anniversary of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan)Closing, provided that the Company is actively employing in good faith commercially reasonable efforts shall not be obligated to cause effect more than one such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofrequested registration.

Request by Holders. If the Company shall receive, at any time after the earlier of six one hundred and eighty (6180) months days after the closing effective date of an IPOthe Initial Offering, or three (3) years after Closing receive a written request from Initiating the Holders of a majority of the Registrable Securities Then Outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.2, then the Company shallwill, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified which Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request NoticeNotice is deemed delivered pursuant to Section 6.1, subject only to the limitations of this Section 3.52.2; provided provided, however, that the Company shall will not be obligated have any obligation to effect any such registration: the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) During if the Registrable Securities requested by all Holders to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Ten Million Dollars ($10,000,000); and (ii) during any period starting beginning with the date sixty (60) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six one hundred and eighty (6180) months immediately days following the effective date of, of any Company-initiated registration statement pertaining to securities of under the Company Securities Act in which Holders will have rights under Section 2.3 unless such registration is for the Initial Offering (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect relating solely to an any employee benefit planplan or a corporate reorganization), ; provided that the Company’s right under this clause (ii) not to file a registration statement will be contingent upon the Company is providing notice to the Initiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statement within ninety (90) days and the Company thereafter actively employing in good faith commercially faith, reasonable efforts to cause such Company-initiated registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall receive at any time after the earlier of six (6i) months one hundred and eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act and (ii) the third (3rd) anniversary following the date of the initial closing of an IPOthe sale of shares of Series C Stock under the Series C Agreement, or three (3) years after Closing receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities Then Outstanding (“Initiating Holders Holders”) that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.2, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified which Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.2; provided provided, however, that the Company shall not be obligated have any obligation to effect any such registration: the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) During if the Registrable Securities requested by all Holders to be registered pursuant to a request hereunder do not represent 20% or more of the total number of Registrable Securities Then Outstanding and have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Five Million Dollars ($5,000,000); and (ii) during any period starting beginning with the date sixty ninety (6090) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six one hundred and eighty (6180) months immediately days following the effective date of, of any Company-initiated registration statement pertaining to securities of under the Company Securities Act (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect relating solely to an any employee benefit planplan or a corporate reorganization), ; provided that the Company’s right under this clause (ii) not to file a registration statement shall be contingent upon the Company is providing notice to the Initiating Holders within thirty (30) days of their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statement within ninety (90) days and the Company thereafter actively employing in good faith commercially faith, reasonable efforts to cause such Company-initiated registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall at any time after the not earlier of than six (6) months after the closing an initial underwritten public offering of an IPOits Common Shares, or three (3) years after Closing receive a written request from Initiating the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.53.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after their receipt of the Request Notice, subject only to the limitations of this Section 3.53.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 3.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a); provided, provided further, that no Holder may register more than fifty percent (50%) of the Company is actively employing aggregate number of Registrable Securities held by such Holder in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such any one or more registrations that are initiated pursuant to this Section 3.5(a)3.3 prior to the twelve (12) month anniversary of the initial underwritten public offering of the Company’s Common Shares; provided, that for any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder” for purposes of this sentence. (b) Underwriting. If the Holders initiating the registration request under this Section 3.3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in subsection 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration has been declared shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or ordered effectiveunderwriters selected for such underwriting by the Company and reasonably acceptable to the Holders of a majority of the Registrable Securities being registered. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall 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 shall be reduced as required by 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 requesting registration (including the initiating Holders); or (iii) If provided, however, that the Initiating Holders may dispose number of shares of Registrable Securities pursuant to a be included in such underwriting and registration statement on Form S-3 shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or Form F-3 under director of the Securities Act as in effect on the date hereof Company (or any successor form under Subsidiary of the Company). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities Act (excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Form S-3/F-3”) pursuant Holder,” and any pro rata reduction with respect to a request made under Section 3.7 hereof.such “Holder” shall be

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months after following the closing effectiveness of an a registration statement for a Qualified IPO, or three (3) years after Closing receive a written request from Initiating the Holders of at least twenty-five percent (25%) of the Registrable Securities then Outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of the Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten fifteen (1015) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best commercially reasonable efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 2.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a), provided that the . The Company is actively employing in good faith commercially reasonable efforts shall be obligated to cause such registration statement to become effective; (ii) After the Company has effected effect no more than two (2) such registrations pursuant to this Section 3.5(a)2.3. For purposes of this Agreement, and such reference to registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 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 effect on each such case all references in this Agreement to the date hereof Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any successor comparable form under the Securities Act (“U.S. securities laws in the condition that the Company is not at that time eligible to use Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall at any time during the period commencing on the date that is one hundred eighty (180) days after the earlier effective date of six the Company’s IPO and ending five (6) months after the closing of an IPO, or three (35) years after Closing thereafter, but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Company’s IPO and the Holders, as applicable (unless waived by such underwriters), receive a written request (“Form F-1 Request Notice”) from Initiating the Holders of at least twenty percent (20%) of the Registrable Securities then Outstanding that the Company effect file a registration, qualification or compliance with respect to Form F-1 registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.2, then the Company shall, (x) within ten (10) Business Days of the receipt of such written requestForm F-1 Request Notice, give written notice of such request (the “Request Notice”) to all Holders, and (y) as soon as practicable, and in any event within ninety (90) days after the date such Form F-1 Request Notice is received by the Company, file a Form F-1 registration statement under the Securities Act, and use its reasonable best efforts to effect, as soon as practicablepracticable thereafter, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Form F-1 Request Notice, subject only to the limitations of this Section 3.52.2; provided provided, however that the Company shall not be obligated to effect any such registration: registration (i) During if the Company has, within the ninety (90) day period preceding the date of the Form F-1 Request Notice, already effected a registration under the Securities Act pursuant to this Section 2.2, 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 from which more than twenty percent (20%) of the Registrable Securities that were requested to be included were excluded; (ii) during the period starting with the date that is sixty (60) days prior to before the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six that is one hundred eighty (6180) months immediately following days after the effective date of, any a Company-initiated registration statement pertaining (in which the Holder may include Registrable Securities pursuant to securities Section 2.3 of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect this Agreement, subject to an employee benefit planunderwriting limitations), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If if the Initiating Holders may dispose of shares of 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 at such time on a Form F-3 pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof2.4.

Request by Holders. If the Company shall shall, at any time after the earlier of six (6) months after following the closing of an IPOthe Company’s first Qualified Public Offering, or three (3) years after Closing receive a written request from Initiating the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: registration if the Company has already twice, within the twelve (i12) During the month period starting with preceding the date sixty (60) days prior of such request, effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the Company’s estimated date provisions of filing ofSection 2.4, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration 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 Agreement, reference to registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect and the Exchange Act shall be deemed to an employee benefit plan), provided that mean the Company is actively employing equivalent registration in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After a jurisdiction in which the Company has already effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under 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 as 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 effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofapplicable non-United States jurisdiction.

Request by Holders. If the Company shall at any time after the not earlier of than six (6) months after the closing an initial underwritten public offering of an IPOits Common Shares, or three (3) years after Closing receive a written request from Initiating the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.53.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after their receipt of the Request Notice, subject only to the limitations of this Section 3.53.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 3.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a); provided, provided further, that no Holder may register more than fifty percent (50%) of the Company is actively employing aggregate number of Registrable Securities held by such Holder in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such any one or more registrations that are initiated pursuant to this Section 3.5(a)3.3 prior to the twelve (12) month anniversary of the initial underwritten public offering of the Company’s Common Shares; provided, that for any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose Holder, shall be deemed to be a single “Holder” for purposes of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofthis sentence.

Request by Holders. If the Company shall at At any time after the earlier of (i) July 1, 2005 or (ii) six (6) months after the closing consummation of an a Qualified IPO, or three (3) years after Closing receive upon receipt of a written request from Initiating the Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding (excluding Registrable Securities held by Mr. Chey until such time as there are no Registrable Securities other ▇▇▇▇ ▇▇ose held by Mr. Chey), that the Company effect file a registration, qualification or compliance with respect to registration statement under the S▇▇▇▇▇▇▇▇s Act covering the registration of Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use its reasonable best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the date the Request NoticeNotice is dispatched, subject only to the limitations of this Section 3.52.3; provided provided, however, that the Company shall not be obligated to effect effect, or take any action to effect, any such registrationregistration pursuant to this Section 2.3: (i) During if the period starting with aggregate amount of the date sixty Registrable Securities requested by all Holders to be registered pursuant to such request has a value of less than (60A) days prior US$5,000,000, in the case of the first demand registration pursuant to this Section 2.3, or (B) US$8,000,000, in the Company’s estimated date case of filing ofthe second demand registration pursuant to this Section 2.3; (ii) if the Company has, and ending on within the date six (6) months immediately following month period preceding the effective date ofof such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5, or a registration 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 Securities of certain 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); (iii) if, upon receipt of a registration statement pertaining request pursuant to this Section 2.3(a), the Company is advised in writing (with a copy to each Initiating Holder (as hereinafter defined)) by a recognized national independent investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would have a material adverse effect on any subsequent public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering"), the Company shall not be required to effect a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a)2.3(a) until the earlier of (i) 30 days after the completion of such Company Offering, and or (ii) promptly after any abandonment of such Company Offering; provided, however, that the periods during which the Company shall not be required to effect a registration has been declared or ordered effectivepursuant to this Section 2.3(a) together with any periods of suspension under Section 2.3(d) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months; or (iiiiv) If in any particular jurisdiction, other than Korea or New York, in which the Initiating Holders may dispose Company would be required to qualify to do business or to execute a general consent to service of shares of Registrable Securities pursuant to a registration statement on Form S-3 process in effecting such registration, qualification or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofcompliance.

Request by Holders. If the Company shall shall, at any time after the earlier of six (6) months after following the closing of an IPOthe Company’s first firm commitment underwritten public offering, or three (3) years after Closing receive a written request from Initiating the Holders of at least 50% of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.3; provided that the Company shall not be obligated to effect any such registration: registration if the Company has already twice, within the twelve (i12) During the month period starting with preceding the date sixty (60) days prior of such request, effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the Company’s estimated date provisions of filing ofSection 2.4, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration 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 Agreement, reference to registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect and the Exchange Act shall be deemed to an employee benefit plan), provided that mean the Company is actively employing equivalent registration in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After a jurisdiction in which the Company has already effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under 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 as 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 effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofapplicable non-United States jurisdiction.

Request by Holders. If the Company shall receive at any time after the earlier of six (6i) months one hundred and eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act and (ii) the fifth (5th) anniversary following the date of the initial closing of an IPOthe sale of shares of Series H Preferred Stock under the Series H Agreement, or three (3) years after Closing receive a written request from Initiating the Holders of at least forty percent (40%) of the Registrable Securities Then Outstanding (excluding the Series E-1 Preferred Stock and Series F-1 Preferred Stock for purposes of such request and for calculating the percentage with respect thereto) that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.2, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified which Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request NoticeNotice is deemed delivered pursuant to Section 6.1, subject only to the limitations of this Section 3.52.2; provided provided, however, that the Company shall not be obligated have any obligation to effect any such registration: the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) During if the Registrable Securities requested by all Holders to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Seven Million Five Hundred Thousand Dollars ($7,500,000); and (ii) during any period starting beginning with the date sixty ninety (6090) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six one hundred and eighty (6180) months immediately days following the effective date of, of any Company-initiated registration statement pertaining to securities of under the Company Securities Act (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect relating solely to an any employee benefit planplan or a corporate reorganization), ; provided that the Company’s right under this clause (ii) not to file a registration statement shall be contingent upon the Company is providing notice to the Initiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statement within ninety (90) days and the Company thereafter actively employing in good faith commercially faith, reasonable efforts to cause such Company-initiated registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereof.

Request by Holders. If the Company shall receive at any ------------------ time after the earlier later of (i) December 31, 2001, or (ii) six (6) months after the closing effective date of an IPOthe Company's initial public offering of its securities pursuant to a registration filed under the 1933 Act, or three (3) years after Closing receive a written request from Initiating the Holders of at least a majority of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the 1933 Act covering the registration of Registrable Securities pursuant to this Section 3.51.2, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities 1933 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified which Holders request to be registered and included in such request, together with all or registration by written notice given such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.51.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $2,500,000. The Company shall not be obligated to effect any such registration: , qualification or compliance pursuant to this Section 1.2: (i) During if the period starting with the date sixty (60) days prior to the Company’s estimated date of filing ofCompany has, and ending on the date within a six (6) months immediately following month period preceding the effective date of, any registration statement pertaining to securities of the Company Initiating Holders' (other than as defined below) request for registration, already affected a registration public offering of its securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 filed under the Securities Act as Act; or (ii) in effect on any jurisdiction in which the date hereof Company would be required to qualify to do business or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to execute a request made under Section 3.7 hereofgeneral consent to service of process in effecting such registration, qualification or compliance.

Request by Holders. If the Company shall at any time after the earlier of (i) six (6) months after the closing of an IPO, or three (3ii) years after the second anniversary of the Closing Date (as defined in the Series E Purchase Agreement) receive a written request from Initiating Holders that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.52.5, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.52.5; provided that the Company shall not be obligated to effect any such registrationregistration if: (i) 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 2.5 or Section 2.7 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.6, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with Section 2.6(b); (ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iii) Prior to six (6) months after the effective date of the IPO in the jurisdiction in which the Initiating Holders have requested such registration be effected; (iv) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iiv) After the Company has effected two three (23) such registrations pursuant to this Section 3.5(a2.5(a), and such registration has been declared or ordered effective; or (iiivi) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 2.7 hereof.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the Series A Closing Date and (ii) six (6) months after following the closing of an a Qualified IPO, or three (3) years after Closing receive a written request from Initiating the Holders of at least ten percent (10%) of the Registrable Securities then outstanding (voting together as a single class on an as-converted basis) that the Company effect file a registration, qualification or compliance with respect to Registration Statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.53.2, then the Company shall, within ten (10) Business Days days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.53.2; provided provided, however, that the Company shall not be obligated to effect any such registration: (i) During registration pursuant to this Section 3.2 if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 3.2 or Section 3.4 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 3.3, 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 3.3(a). For purposes of this Agreement, reference to registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) and the Exchange Act shall be deemed to mean the equivalent registration in any jurisdiction in which the Company’s securities are listed, quoted or with respect registered, it being understood and agreed that in each such case all references in this Agreement to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act, the Exchange Act as 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 any equivalent government authority in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofapplicable non-United States jurisdiction.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third anniversary of the date of this Agreement or (ii) six (6) months after the closing following taking effect of an IPOa registration statement for a Qualified Public Offering, or three (3) years after Closing receive a written request from Initiating the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.59.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that the Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.59.3; provided that the Company shall not be obligated to effect any such registration: (i) During registration if the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 9.3 or Section 9.5 or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 9.4, 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 9.4(a) . For purposes of this Agreement, reference to registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect and the Exchange Act shall be deemed to an employee benefit plan), provided that mean the Company is actively employing equivalent registration in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After a jurisdiction in which the Company has already effected two (2) such registrations pursuant to this Section 3.5(a), and such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under 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 as 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 effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofapplicable non-United States jurisdiction.

Request by Holders. If the Company shall at any time after the not earlier of than six (6) months after the closing an initial underwritten public offering of an IPOits Common Shares, or three (3) years after Closing receive a written request from Initiating the Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company effect file a registration, qualification or compliance with respect to registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.53.3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified that Holders request to be registered and included in such request, together with all or registration by written notice given by such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by to the Company within twenty (20) days after their receipt of the Request Notice, subject only to the limitations of this Section 3.53.3; provided that the Company shall not be obligated to effect any such registration: (i) During . If the period starting with Company has, within the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining under the Securities Act pursuant to securities this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of the Company (Section 3.4, other than a registration from which the Registrable Securities of securities in a transaction under Rule 145 promulgated under the Securities Act Holders have been excluded (“Rule 145”) or with respect to an employee benefit planall or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a); provided, provided further, that no Holder may register more than fifty percent (50%) of the Company is actively employing aggregate number of Registrable Securities held by such Holder in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such any one or more registrations that are initiated pursuant to this Section 3.5(a)3.3 prior to the twelve (12) month anniversary of the initial underwritten public offering of the Company’s Common Shares; provided, that for any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such registration has been declared or ordered effective; or (iii) If the Initiating Holders may dispose Holder shall be deemed to be a single “Holder” for purposes of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.7 hereofthis sentence.