Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders of at least 20% of the Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement February 27, 2010 and (ii) the expiry of six (6) months after following the taking effect of a registration statement for a Qualified IPO Public Offering, receive a written request request, from either (A) the Holders of at least 20% twenty-five percent (25%) of the Registrable Securities then held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders or (B) the Holders of at least twenty-five percent (25%) of the Registrable Securities then held by Investor Shareholders holding Series B Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 32.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration 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 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(a), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third fifth (3rd5th) anniversary of the Closing (as defined in the Share Subscription Agreement) date of the Share Subscription this Agreement and or (ii) one hundred eighty (180) days following the expiry taking effect of six a registration statement for a first firm-commitment underwritten initial public offering by the Company of its Ordinary Shares pursuant to a registration statement that is filed with and declared effective by either the SEC under the Securities Act or another governmental authority for a registration in a jurisdiction other than the United States (6) months after a Qualified IPO the “IPO”), receive a written request from the Series A Holders of at least 2050% of the Series A Registrable Securities then Outstanding, or the Series B-2 Holders of at least 50% of the Series B-2 Registrable Securities then Outstanding, or the Series C Holders of at least 50% of the Series C Registrable Securities then Outstanding, or the Series C+ Holders of at least 50% of the Series C+ Registrable Securities then Outstanding, or the Series D Holders of at least 50% of the Series D Registrable Securities then Outstanding, that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Series A Registrable Securities Securities, or the Series B-2 Registrable Securities, or the Series C Registrable Securities, or the Series C+ Registrable Securities, or the Series D Registrable Securities, as applicable pursuant to this Section 32.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(a). The Company shall be obligated to effect no more than two (2) Registrations upon request the Series A Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series B-2 Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series C Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series C+ Holders pursuant to this Section 2.3, and no more than two (2) Registrations upon request of the Series D Holders 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 due to the action or inaction of the Holders including 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 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, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third fifth (3rd5th) anniversary of the Closing (as defined in the Share Subscription Agreement) date of the Share Subscription this Agreement and or (ii) the expiry of six (6) months after following a Qualified IPO IPO, receive a written request from the Holders of at least 20% fifteen percent (15%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 32.3; and provided that (i) the Registrable Securities to be registered would exceed ten percent (10%) of the total Registrable Securities then Outstanding or (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(b). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3.

Request by Holders. If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO Effective Date hereof receive a written request from the Holders of at least 20% fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3Agreement, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 32.1; provided, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$$100,000,000); provided, and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.1 or Section 52.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a2.3(c).

Request by Holders. If the Company shall at any time after the earlier of (i) the third (3rd) first anniversary of the Closing (Closing, as defined in the Share Subscription Purchase Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO , receive a written request from the Holders of at least 20% twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 32.2, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.2; provided, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess be at least twenty-five percent (25%) of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000)all Registrable Securities then outstanding; provided, and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.2 or Section 52.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a2.3(a).

Request by Holders. If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders of at least 2015% of the Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 50,000,000 (or, in the case of an initial public offering, US$100,000,000200,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).

Request by Holders. If the Company shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the third (3rd) anniversary effective date of the Closing (as defined in Company’s initial public offering of its securities pursuant to a registration filed under the Share Subscription Agreement) of the Share Subscription Agreement Securities Act and (ii) the expiry of six (6) months after a Qualified IPO receive November 20, 2011, a written request from the one or more Major Preferred Stockholders who individually or collectively are Holders of at least 20% (x) a majority of the Series B Registrable Securities, (y) a majority of the Series C Registrable Securities and (z) a majority of the Series D Registrable Securities (“Demand Holder(s)”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 32.2, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, and in any event within 90 days after the receipt of the written request from the Demand Holder(s), the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who sowhich the Holder(s) request to be registered and included in such registration by written notice given by such Holders Holder(s) to the Company within twenty (20) Business Days days after receipt of the Request NoticeNotice is deemed delivered pursuant to Section 6.1, subject only to the limitations of this Section 32.2; provided, however, that the Company shall not have any obligation to effect the filing of a registration statement under this Section 2.2(a): (i) if the Registrable Securities requested by all Holders Holder(s) to be registered pursuant to such a request must hereunder have a market value in excess an anticipated aggregate public offering price (before any underwriting discounts and commissions) of US$20,000,000 less than Seven Million Five Hundred Thousand Dollars (or, in the case of an initial public offering, US$100,000,000$7,500,000); providedor (ii) if the registration requested by the Holders pursuant to this Section 2.2 has not been approved by Series B Directors and Series C Directors who are then members of the Board and then constitute at least seventy-five percent (75%) of the total number of Series B Directors and Series C Directors that can then be elected to the Board under the Company’s Certificate of Incorporation as then in effect; provided however, further that this clause (ii) shall not apply to any request for registration under this Section 2.2 if either (A) the Company shall has previously consummated a Qualified IPO at the time the Request Notice is given or (B) the Company’s Certificate of Incorporation does not be obligated to effect any require approval of such registration if by seventy-five percent (75%) of the Company has, within total number of Series B Directors and Series C Directors that can then be elected to the six Board; or (6iii) month during any period preceding beginning with the date ninety (90) days prior to the Company’s good faith estimate of the date of such requestfiling of, already effected and ending on a date one hundred and eighty (180) days following the effective date of, any Company-initiated registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, (other than a registration from which the Registrable Securities of Holders have been excluded (with respect relating solely to all any employee stock, stock option or benefit plan or any portion similar compensatory plan, or a corporate reorganization, business combination or other transaction under Rule 145 of the Registrable Securities Act); provided that the Holders requested Company’s right under this clause (iii) not to file a registration statement shall be included in such registration) pursuant contingent upon the Company providing notice to the provisions Initiating Holders (as defined below) within thirty (30) days of their request under this Section 4(a)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, reasonable efforts to cause such Company-initiated registration statement to become effective.

Request by Holders. If the Company shall at any time after following the date that is the earlier of (i) three (3) years following the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement Original Series B Issue Date, and (ii) the expiry of six (6) months after following initial underwritten public offering of its Common Shares (other than pursuant to a Qualified IPO registration statement related either to the sale of securities to employees of the Company pursuant to a share option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request from the Holders of at least 20% twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 3, 3.3 (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$10,000,000) then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all its reasonable best efforts to effect, as soon as practicablepracticable but in any event later than one hundred eighty (180) days after the Request Notice, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after their receipt of the Request Notice, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the 3.3. The Company shall not be obligated to effect any such registration pursuant to this Section 3.3 if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, 3.3 in which all of the Registrable Securities proposed to be sold by the initiating Holders were registered and sold pursuant to the registration statement governing such registration or in which the such Holders had an opportunity to fully participate pursuant to the provisions of Section 43.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested to be included in such registration) pursuant to the provisions of Section 4(a).registration were excluded or not sold. Execution Version

Request by Holders. If the Company shall shall, at any time after the earlier of (i) two (2) years after the third (3rd) anniversary date of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Shareholders Agreement and or (ii) the expiry of six (6) months after following a Qualified IPO IPO, receive a written request from Series B1 Holders of at least 50% of the Series B1 Shares then outstanding, or the Holders of at least 2050% of the Registrable Securities then outstanding, that the Company file a registration statement under the Securities Act covering the registration of such Holders, Registrable Securities pursuant to Section 2.3 of this Section 3Appendix, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of Section 2.3 of this Section 3Appendix; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.3 or Section 5, 2.5 of this Appendix or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4 of this Appendix, 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 4(a)2.4(a) of this Appendix.

Request by Holders. If the Company shall receive at any time after the earlier of (i) the third (3rd) anniversary effective date of the Closing (as defined in Company's initial public offering of its securities pursuant to a registration filed under the Share Subscription Agreement) of the Share Subscription Agreement and Securities Act or, (ii) the expiry of May 5, 2000 (provided such date is not within six (6) months after a Qualified IPO receive the effective date of the Company's initial public offering), a written request from the Holders of at least 20% forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 32.2, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders, and use all reasonable efforts to effect, as soon as practicablepracticable and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that which Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.2; provided, PROVIDED that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess either (i) be at least fifty percent (50%) of US$20,000,000 all Registrable Securities then outstanding, (or, ii) in the case of an initial public offeringa request by the Holders of Series B Stock or Series C Stock, US$100,000,000); providedbe at least twenty percent (20%) of all Registrable Securities issued or issuable upon conversion of the Series B Stock or Series C Stock, further that as the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5case may be, or in which the Holders had (iii) have an opportunity to participate pursuant to the provisions anticipated aggregate public offering price (before any underwriting discounts and commissions) of Section 4, other not less than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a)$5,000,000.

Request by Holders. If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders of at least 20% of the Registrable Securities a Holder that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 36.1, then the Company shall, within ten (10) Business Days 10 business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days 20 days after receipt of the Request Notice, subject only to the limitations of this Section 36.1; provided, provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess be at least 25% of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000)Registrable Securities Then Outstanding; provided, and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 56.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 46.2, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a6.2(a). Any registration under this Section 6.1 shall, if requested in the Request Notice, be effected pursuant to Rule 415 under the Act (or its successor) on a continuous basis for the period requested.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and June 30, 2007 or (ii) the expiry of six one (61) months after year following a Qualified IPO Public Offering, receive a written request from the Holders of at least 20% fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 32.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000), then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(a).

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after following a Qualified IPO Public Offering, receive a written request from the Holders holders of at least twenty percent (20% %) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities (or any lesser percentage if the anticipated gross receipts from the offering exceed US$20,000,000), pursuant to this Section 32.3, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration 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 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(a)., or (ii) the Company delivers notice to the Holders within thirty (30) days of the Request Notice of its intent to file an registration statement for such initial public offering within ninety (90) days. (b)

Request by Holders. If the Company shall Company, at any time after the earlier of (i) the third fourth (3rd4th) anniversary of the Closing Series F Original Issue Date (as defined in the Share Subscription Agreement) of the Share Subscription Agreement Memorandum and Articles), or (ii) the expiry taking effect of six (6) months after a Qualified IPO receive registration statement for the initial public offering of the Company, receives a written request from the Holders of at least 20% thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of a minimum of 20% of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) pursuant to this Section 32.3, 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 the Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(a). For purpose of this Agreement, “Business Day” means any day on which banks are open for business in the Cayman Islands, Hong Kong and the PRC.

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third forty eight (3rd48) anniversary of months from the Closing Date (as defined in the Share Subscription Series D-2 Purchase Agreement) of the Share Subscription Agreement and or (ii) the expiry of six (6) months after following the taking effect of a registration statement for a Qualified IPO Public Offering, receive a written request from the Holders of at least twenty percent (20% %) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities pursuant to this Section 32.3, 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 all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 32.3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 2.3 or Section 5, 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 42.4, 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 4(a2.4(b).

Request by Holders. If (i) the Company shall at any time after the earlier of one hundred and twentieth (i120th) the third (3rd) anniversary of day after the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders of at least 20% fifty percent (50%) of the Registrable Securities Series B Preferred issued as of the Closing, that the Company file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 3under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).twenty

Request by Holders. If the Company shall shall, at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO Effective Date hereof, receive a written request from the Holders of at least 20% fifty percent (50%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3; and provided that (i) the Registrable Securities to be registered would exceed fifty percent (50%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities ‘that the Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, 5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable 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 4(a4(b). The Company shall be obligated to effect no more than two (2) registrations pursuant to this Section 3.

Request by Holders. If the Company shall at any time after following the date that is the earlier of (i) three (3) years following the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement Original Series B Issue Date, and (ii) the expiry of six (6) months after following initial underwritten public offering of its Common Shares (other than pursuant to a Qualified IPO registration statement related either to the sale of securities to employees of the Company pursuant to a share option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request from the Holders of at least 20% twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 3, 3.3 (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$10,000,000) then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all its reasonable best efforts to effect, as soon as practicablepracticable but in any event later than one hundred eighty (180) days after the Request Notice, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days days after their receipt of the Request Notice, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the 3.3. The Company shall not be obligated to effect any such registration pursuant to this Section 3.3 if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, 3.3 in which all of the Registrable Securities proposed to be sold by the initiating Holders were registered and sold pursuant to the registration statement governing such registration or in which the such Holders had an opportunity to fully participate pursuant to the provisions of Section 43.3, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested to be included in such registration) pursuant to the provisions of Section 4(a)registration were excluded or not sold.

Request by Holders. If the Company shall receive at any time after the earlier of (i) three (3) years from the third (3rd) anniversary date of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription this Agreement and or (ii) the expiry of six (6) months after the effective date of the first registration statement for a Qualified IPO receive public offering of securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, a written request from the Holders of at least 2050% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of fifty percent (50%) of the Registrable Securities pursuant then outstanding or such lesser amount as would have an anticipated aggregate public offering price (after deduction for underwriter’s discounts and expenses related to this Section 3the issuance) of not less than $25,000,000 and a per-share offering price of not less than $20.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares), then the Company shall, within ten (10) Business Days business days of the receipt of such written request, give written notice of such request (“Request Demand Notice”) to all HoldersHolders and, and as use all commercially reasonable efforts to effect, file as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders (including other Shareholders who so) request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) Business Days after receipt days of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a)2.