**Exhibit 4.48****SHAREHOLDERS’ AGREEMENT****dated as of August 17, 2007****by and among****NCL INVESTMENT LTD.****STAR CRUISES LIMITED****and****NCL CORPORATION LTD.**
 

 
**Table of Contents**       1. DEFINITIONS  1        2. RESTRICTION ON TRANSFERS  11        3. PREEMPTIVE RIGHTS  12        4. SCL OFFER; TAG-ALONG TRANSACTION; DRAG-ALONG TRANSACTION  13        5. INVOLUNTARY TRANSFERS  19        6. REPURCHASE RIGHT  21        7. REPURCHASE DISABILITY  23        8. BOARD OF DIRECTORS  24        9. REPRESENTATIONS, WARRANTIES AND COVENANTS  27        10. INFORMATION RIGHTS; COVENANTS  27        11. REGISTRATION RIGHTS  28        12. TERMINATION.  40        13. MISCELLANEOUS  41 
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     **Schedules**         Schedule A Cruise Line Competitors       Schedule I Shareholders’ names and shares owned       Schedule II SCL Consent Rights       Schedule III SCL Notice and Consultation Rights     **Exhibits**         Exhibit A New Bye-Laws       Exhibit B Form of Joinder to Shareholders’ Agreement       Exhibit C Form of Spousal Consent
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     SHAREHOLDERS’ AGREEMENT, dated as of August 17, 2007 (this “Agreement”), but effectiveonly on and following the Effective Date, by and among NCL CORPORATION LTD., a company organizedunder the laws of Bermuda (the “Company”), NCL INVESTMENT LTD., a company organized underthe laws of Bermuda, and STAR CRUISES LIMITED, a company continued into Bermuda, and the otherShareholders of the Company from time to time party hereto (collectively, the “OtherShareholders”) (with the Company, the Investor, SCL and the Other Shareholders sometimesreferred to individually as a “Party” and collectively as the “Parties”).**RECITALS**     **WHEREAS**, the Company, the Investor, and SCL have entered into a Subscription Agreement, datedas of the date hereof (the “Subscription Agreement”);     **WHEREAS**, on the terms and subject to the conditions set forth in the Subscription Agreement,the Investor desires to make an equity investment in the Company (the “Equity Investment”)in the amount of $1,000,000,000 in exchange for newly issued Ordinary Shares; and     **WHEREAS**, following the Equity Investment at Effective Date, each of SCL and the Investor willhold 50% of the issued and outstanding Ordinary Shares;     **WHEREAS**, in connection with entry into the Subscription Agreement on the date hereof, theInvestor, SCL and the Company also entered into a reimbursement and distribution agreement pursuantto which, among other things, provision is made for the distribution of certain assets andliabilities of the Company and certain reimbursement obligations of SCL (the “Reimbursement andDistribution Agreement”);     **WHEREAS**, on or prior to the Effective Date, SCL, as sole member of the Company, will passcertain resolutions and the Company will file a memorandum of increase of authorized share capital,pursuant to which, among other things, the Company will authorize a sufficient number of OrdinaryShares which shall be issued in connection with the Equity Investment;     **WHEREAS**, on or prior to the Effective Date, the New Bye-Laws of the Company, substantially inthe form attached hereto as Exhibit A, will be approved and adopted by the Company; and     **NOW, THEREFORE**, in consideration of the mutual covenants and agreements contained in thisAgreement and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows:     **1.**     **Definitions.**     As used in this Agreement, the following terms shall have the following meanings:     “Affiliate” means (i) with respect to any natural Person, (A) a member of suchPerson’s Family Group or (B) any trust or family partnership or other entity whose beneficiariesshall solely be a member or members of such Person’s Family Group and (ii) with respect to any
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Person that is not a natural Person, any other Person which directly or indirectly controls,or is under common control with, or is controlled by, such Person. As used in this definition,“control” (including, with its correlative meanings, “controlled by” and “undercommon control with”) shall mean, with respect to any Person, possession, directly orindirectly, of power to direct or cause the direction of management or policies of such Person(whether through ownership of securities or partnership or other ownership interests, by Contractor otherwise).     “Agreement” has the meaning set forth in the caption hereto.     “Applicable Law” means, with respect to any Person, all provisions of common orstatutory laws, statutes, ordinances, rules, regulations or Orders applicable to such Person. Forthe avoidance of doubt, Applicable Law shall include the Listing Rules.     “Board” means the Board of Directors of the Company.     “Business Day” means any day that is not a Saturday, Sunday or other day on whichcommercial banks in New York, Hong Kong or Bermuda are authorized or required by law to close.     “Cause” means (i) for any Other Shareholder party to an Employment Agreement or anOption Agreement in effect at any time prior to the date of such Other Shareholder’s termination ofemployment or other professional relationship with the Company or any Subsidiary of the Company, asthe case may be, that defines the term “Cause”, Cause as defined in such Employment Agreement orOption Agreement, and (ii) for each Other Shareholder, a termination of employment or otherprofessional relationship with the Company or a Subsidiary of the Company after the occurrence ofany of the following on the part of such Other Shareholder: (a) commission of a felony; (b)intentional violation of law (excluding moving violations or by reason of vicarious liability) orintentional undertaking of any activity toward another employee or service provider of the Companyor any of its Subsidiaries that is punishable by civil penalty; (c) dishonesty, bad faith, grossnegligence, knowing and intentional breach, fraud or willful or reckless disregard of duties inconnection with the performance of any services on behalf of the Company or any of itsSubsidiaries; (d) intentional failure to comply with any reasonable directive by a supervisor inconnection with the performance of any services on behalf of the Company or any of its Subsidiariesfollowing written notice that failure to comply shall constitute “Cause” for termination; (e)intentional breach of any material provision of any agreement with the Company or any of itsSubsidiaries; (f) intentional violation of any lawful and reasonable material written policyadopted by the Company or any of its Subsidiaries governing the conduct of persons performingservices on behalf of the Company; or (g) the taking of or omission to take any action that hascaused or contributed to a material deterioration in the business or reputation of the Company orany of its Subsidiaries, or that was otherwise materially disruptive of its or their business oraffairs, other than actions taken or omitted in good faith consistent with the best interests ofthe Company and its Subsidiaries.     “CEO Observer” has the meaning set forth in Section 8(a)(v).     “Closing” has the meaning set forth in the Subscription Agreement.
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     “Commission” means the United States Securities and Exchange Commission and any otherGovernmental Authority at the time administering the Securities Act.     “Company” has the meaning set forth in the caption hereto.     “Company Preemptive Rights Offer” has the meaning set forth in Section 3(a).     “Company Preemptive Rights Period” has the meaning set forth in Section 3(a).     “Demand Notice” has the meaning set forth in Section 11(a).     “Demand Party” has the meaning set forth in Section 11(a).     “Demand Registration” has the meaning set forth in Section 11(a).     “Disability Notice” has the meaning set forth in Section 7(b).     “Drag-Along Transaction” has the meaning set forth in Section 4(c)(i).     “Effective Date” shall mean the date on which the Closing occurs.     “Employment Agreement” means, with respect to any Person, such Person’s most recentemployment agreement with the Company or any Subsidiary of the Company entered into on or after theEffective Date, as the same may be amended, restated, supplemented or otherwise modified from timeto time.     “Equity Investment” has the meaning set forth in the Recitals hereto.     “Equity Securities” means (a) the Ordinary Shares and any other equity securities ofthe Company and (b) any securities issued or issuable directly or indirectly with respect to thesecurities referred to in clause (a) above by way of conversion, exercise or exchange, bonus shareissue, share dividend, share sub-division, or share split or in connection with a combination ofshares, recapitalization, reclassification, amalgamation, merger, consolidation, reorganization orother similar event.     “Excess New Securities” has the meaning set forth in Section 3(d).     “Exchange Act” means the United States Securities Exchange Act 1934, and the Rules andRegulations promulgated thereunder, all as the same shall be in effect from time to time.     “Excluded Offering” means any registered public offering of Ordinary Shares effectedpursuant to the terms of Section 11 of this Agreement in which any member of the InvestorGroup sells any of such member’s Ordinary Shares.     “Excluded Securities” means Equity Securities issued in connection with any of thefollowing:     (i) Equity Securities issued pursuant to an equity incentive plan or other compensationarrangements approved by the Board or Equity Securities issued upon the exercise, conversionor exchange of any options, warrants or any other derivative or convertible securities of theCompany;
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     (ii) Equity Securities issued to a bank or other financial institution in connection with adebt financing approved by both the Investor and SCL;     (iii) Equity Securities issued in connection with a share dividend or upon a share split,recapitalization or other subdivision of securities; provided that any such share dividend,share split, recapitalization or other subdivision is effected prorata among theholders of Equity Securities;     (iv) Equity Securities issued in connection with (A) an acquisition (whether by stock sale,amalgamation, merger, recapitalization, asset sale or similar transaction) of another Person (orportion thereof), approved by both the Investor and SCL, or (B) a joint venture or strategicalliance with another Person approved by both the Investor and SCL;     (v) Equity Securities issued by the Company in a public offering by the Company; and     (vi) Equity Securities issued to the Investor pursuant to Sections 9.7 and 9.8of the Subscription Agreement.     “Existing Credit Facility” means the loan facility of up to $800,000,000 madeavailable to the Company under a secured loan facility agreement dated July 7, 2004, as amended bya first supplemental deed thereto dated as of September 30, 2005 and a second supplemental deedthereto dated as of November 13, 2006 and as the same may from time to time be further amended,varied, supplemented and/or novated, between the Company, as the Borrower, the Lenders partythereto and DnB Nor Bank ASA as Agent or any successor facility thereto.     “Existing SCL Controlling Shareholders” means Golden Hope Limited, as trustee of theGolden Hope Unit Trust, Resorts World Bhd, Genting Overseas Holdings Limited, Tan Sri Lim Kok Thay,Puan Sri Lee Kim Hua, Joondalup Limited, Goldsfine Investments Ltd., and each other controlledAffiliate of Tan Sri Lim Kok Thay.     “Family Group” means, with respect to any natural Person, such natural Person’sspouse, domestic partners, sister, brother, step child and/or lineal descendants, grandparent,father, mother (whether by blood relationship or adoption), and any other Person as to which suchnatural Person is a lineal descendant (whether by blood relationship or adoption), and any trust orother entity solely for the benefit of such Person and/or any of the foregoing. With respect toTan Sri Lim Kok Thay, “Family Group” shall be deemed to include each natural Person who is anExisting SCL Controlling Shareholder.     “Fund VI” means Apollo Investment Fund VI, L.P., a Delaware limited partnership.     “Good Reason” means, with respect to any Other Shareholder that is a party to anEmployment Agreement or Option Agreement at any time prior to the date of such Other Shareholder’stermination of employment or other professional relationship with the Company or any Subsidiary ofthe Company, as the case may be, that defines the term “Good Reason” (or a concept of similarimport) as defined therein.
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     “Governmental Authority” means any national, European Union, Federal, provincial,state, county, city, local, foreign or international governmental, administrative or regulatoryauthority, commission, committee, agency or body (including any court, tribunal or arbitral body),and specifically including the HKEX.     “HKEX” means The Stock Exchange of Hong Kong Limited.     “Information” has the meaning set forth in Section 11(i)(xi).     “Inspectors” has the meaning set forth in Section 11(i)(xi).     “Investor” means NCL Investment Ltd., a company organized under the laws of Bermuda.     “Investor Board Rights” has the meaning set forth in Section 8(a)(i).     “Investor Directors” has the meaning set forth in Section 8(a)(i).     “Investor Group” means the Investor together with its Permitted Transferees who holdEquity Securities.     “Investor Minimum Ratio Condition” has the meaning set forth in Section8(a)(ii).     “Involuntary Transfer” has the meaning set forth in Section 5(a).     “Involuntary Transfer Notice” has the meaning set forth in Section 5(a).     “Involuntary Transfer Repurchase Notice” has the meaning set forth in Section5(b).     “Involuntary Transfer Repurchase Price” has the meaning set forth in Section5(b).     “Involuntary Transfer Repurchase Right” has the meaning set forth in Section5(b).     “Involuntary Transferee” has the meaning set forth in Section 5(a).     “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined inRule 405) prepared by or on behalf of the Company or used or referred to by the Company in anyoffering of the Equity Securities pursuant to Section 11.     “Joinder” has the meaning set forth in Section 2(b).     “Liquidity Date” has the meaning set forth in Section 11(a).     “Listing Rules” means The Rules Governing the Listing of Securities on the HKEX.     “NASD” means the National Association of Securities Dealers, Inc.     “NASDAQ” means the National Association of Securities Dealers Automated Quotationssystem operated by The NASDAQ Stock Market, Inc.
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     “New Bye-laws” means the amended bye-laws of the Company adopted on or about theEffective Date, as amended from time to time.     “New Securities” means all Equity Securities issued by the Company after the EffectiveDate other than Excluded Securities.     “Non-Investor Holder” means SCL and the Other Shareholders from time to time that holdEquity Securities acquired in accordance with the terms of this Agreement (including any of theirrespective Permitted Transferees).     “Option Agreement” means, with respect to any Person, such Person’s agreement with theCompany evidencing the grant of options to subscribe for Ordinary Shares first entered into at orafter Effective Date.     “Order” means all judgments, injunctions, orders and decrees of all GovernmentalAuthorities in any legal, administrative or arbitration action, suit, complaint, charge, hearing,mediation, inquiry, investigation or proceeding in which the Person in question is a party or bywhich any of its properties or assets are bound.     “Ordinary Shares” means the ordinary shares of the Company, par value $1.00 per share.     “Other Shareholder” has the meaning set forth in the caption hereto, and shall includeany Permitted Transferee of the Other Shareholder.     “Other Shareholder Agreements” has the meaning set forth in Section 13(t).     A Person is deemed to “Own” or to have acquired “Ownership” of a security ifsuch person (i) is the registered owner of such security or (ii) is the beneficial owner of suchsecurity.     “Party” and “Parties” have the meanings set forth in the caption hereto.     “Permitted Issuer Information” means any “issuer information” (as defined in Rule 433)used with the prior written consent of the Company in any offering of Equity Securities pursuant toSection 11.     “Permitted Transfer” means:     (a) with respect to the Investor, any Transfer by the Investor to an Affiliate of the Investor(including (i) the partners, members and stockholders of the Investor, and, if such Affiliate is anentity, the partners, members and stockholders of such Affiliate, (ii) any limited partner whichhas directly or indirectly invested, or otherwise has ownership interests, in Fund VI or one of itsAffiliated investment funds, or (iii) prior to the first anniversary of the Effective Date, of upto 40% of the Equity Securities held by the Investor as at the Effective Date in the aggregate toany funds, financial institutions, or individuals acting as a co-investor in the Company with theInvestor; and     (b) with respect to SCL, any Transfer by SCL to (i) any wholly-owned Subsidiary ofSCL or (ii) any Existing SCL Controlling Shareholder;
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provided, however, that each such Permitted Transfer must be made in accordancewith Section 2 and no Permitted Transferee may make a subsequent Permitted Transfer otherthan in accordance with Section 2.     “Permitted Transferee” means any Person to whom a Permitted Transfer is made or is tobe made.     “Person” shall be construed broadly and shall include, without limitation, anindividual, a partnership, a corporation, a limited liability partnership, an investment fund, alimited liability company, a company, an association, a joint stock company, a trust, a jointventure, an unincorporated organization and a governmental entity or any department, agency orpolitical subdivision thereof.     “Preemptive Rights Acceptance Number” has the meaning set forth in Section3(b).     “Preliminary Prospectus” means any preliminary prospectus relating to an offering ofEquity Securities pursuant to Section 11.     “Proportionate Percentage” means, as of a particular date, with respect to eachShareholder, a fraction (expressed as a percentage) the numerator of which is the Ordinary Shares(assuming for such purposes the conversion or exchange of all Equity Securities by their termsconvertible into or exchangeable for Ordinary Shares and the exercise of all vested and “in themoney” options to purchase or rights to subscribe for Ordinary Shares (including warrants) or suchconvertible or exchangeable securities) held by such Shareholder (or a Shareholder Holding Companyof such Shareholder) as of such date, and the denominator of which is the total number of OrdinaryShares (assuming for such purposes the conversion or exchange of all Equity Securities by theirterms convertible into or exchangeable for Ordinary Shares and the exercise of all vested and “inthe money” options to purchase or rights to subscribe for Ordinary Shares (including warrants) orsuch convertible or exchangeable securities) outstanding as of such date.     “Proposed Drag-Along Purchaser” has the meaning set forth in Section 4(c)(i).     “Prospectus” means the final prospectus relating to any offering of Equity Securitiespursuant to Section 11, including any prospectus supplement thereto, as filed with theCommission pursuant to Rule 424(b) of the Rules and Regulations.     “Qualified Public Offering” means an underwritten public offering of Ordinary Sharesin which the managing underwriter is a nationally recognized “bulge bracket” investment bank andfollowing which (i) the Company reasonably expects to qualify for the exemption from United StatesFederal income tax set forth in Section 883 of the United States Internal Revenue Code of 1986, asamended, or any successor provision and (ii) such Ordinary Shares are listed on the New York StockExchange, NASDAQ or the London Stock Exchange.     “Records” has the meaning set forth in Section 11(i)(xi).
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     “Registration Expenses” has the meaning set forth in Section 11(j).     “Reinstatement Notice” has the meaning set forth in Section 7(b).     “Repurchase Date” has the meaning set forth in Section 6(a).     “Repurchase Disability” has the meaning set forth in Section 7(a).     “Repurchase Event” means, with respect to any Other Shareholder, the termination ofsuch Other Shareholder’s employment or other professional relationship with the Company and all ofits Subsidiaries for any reason (including upon death).     “Repurchase Notice” has the meaning set forth in Section 6(a).     “Repurchase Price” has the meaning set forth in Section 6(a).     “Repurchase Right” has the meaning set forth in Section 6(a).     “Road Show Material” has the meaning set forth in Section 11(k).     “Rule 144” means Rule 144 of the Rules and Regulations or any successor rule theretoor any complementary rule thereto.     “Rule 405” means Rule 405 of the Rules and Regulations or any successor rule theretoor any complementary rule thereto.     “Rule 433” means Rule 433 of the Rules and Regulations or any successor rule theretoor any complementary rule thereto.     “Rules and Regulations” means the rules and regulations of the Commission, as the sameshall be in effect from time to time.     “Sale Notice” has the meaning set forth in Section 4(b)(i).     “Sale of the Company” means the consummation of (i) the Transfer (in one or a seriesof related transactions) of all or substantially all of the consolidated assets of the Company andits Subsidiaries, taken as a whole, to a Person or a group of Persons acting in concert (other thanto a Subsidiary or Subsidiaries of the Company), (ii) the Transfer (in one or a series of relatedtransactions) of the then-outstanding Equity Securities to one Person or a group of Persons actingin concert, or (iii) an amalgamation, merger or consolidation of the Company with or into anotherPerson, in the case of clauses (ii) and (iii) above, under circumstances in which immediatelyfollowing such transaction, a Person or group of Persons acting in concert other than the InvestorGroup and the SCL Group collectively own a majority in voting power of the then outstanding EquitySecurities or equity securities of the surviving or resulting Person or acquirer, as the case maybe. A sale (or multiple related sales) of one or more Subsidiaries of the Company (whether by wayof amalgamation, merger, consolidation, reorganization or sale of all or substantially all assetsor securities) which constitutes all or substantially all of the consolidated assets of the Companywill be deemed a “Sale of the Company”. For theavoidance of doubt, an underwritten public offering of the Equity Securities or equitysecurities of any of the Company’s Subsidiaries shall in no event constitute a Sale of the Companyfor purposes of this Agreement.
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     “SCL” means Star Cruises Limited, a company continued into Bermuda.     “SCL Acceptance Notice” has the meaning set forth in Section 4(a)(ii).     “SCL Change of Control” means (i) an amalgamation, merger, consolidation, or similartransaction involving SCL after which (A) the Existing SCL Controlling Shareholders do not own morethan 50% of the combined voting power of all shares generally entitled to vote at the shareholders’meetings of the surviving entity and (B) more than 50% of the combined voting power of all sharesgenerally entitled to vote at the shareholders’ meetings of the surviving entity are held by one ormore of the Persons set forth on Schedule A hereto (or any of their Affiliates), (ii) theacquisition by one or more of the Persons set forth on Schedule A hereto (or any of theirAffiliates) or parties acting in concert with them or it (as such term is defined in the Hong KongCode on Takeovers and Mergers), of the beneficial ownership of more than 50% of the combined votingpower of all shares generally entitled to vote at the shareholders’ meetings of SCL or (iii) thesale of all or substantially all of the consolidated assets of SCL or similar transaction to one ormore of the Persons described on Schedule A hereto (or any of their Affiliates).     “SCL Consent Rights” has the meaning set forth in Section 8(a)(iii).     “SCL Directors” has the meaning set forth in Section 8(a)(i).     “SCL Group” means SCL together with its Permitted Transferees who hold EquitySecurities.     “SCL Minimum Ratio Condition” has the meaning set forth in Section 8(a)(iii).     “SCL Notice and Consultation Rights” has the meaning set forth in Section8(a)(vi).     “SCL Offer” has the meaning set forth in Section 4(a)(i).     “SCL Offer Notice” has the meaning set forth in Section 4(a)(i).     “SCL Refusal Notice” has the meaning set forth in Section 4(a)(iv).     “SCL Sale Transaction” has the meaning set forth in Section 4(d).     “Securities Act” means the Securities Act of 1933 or any successor Federal statute,and the rules and regulations of the Commission thereunder, as in effect from time to time.     “Sellers’ Counsel” has the meaning set forth in Section 11(i)(ii).     “Shareholder” means the Investor, SCL and any Other Shareholder and any other Personfrom time to time that holds Equity Securities acquired in accordance with the terms of thisAgreement.
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     “Shareholder Holding Company” means, with respect to any Transferring Shareholder (i)an entity wholly-owned by such Transferring Shareholder that (A) is formed for the sole purpose ofdirectly or indirectly acquiring Equity Securities, (B) has no substantial assets other than EquitySecurities or (C) has direct or indirect interests in Equity Securities and (ii) with respect toSCL, a Subsidiary of SCL that holds Equity Securities.     “Spousal Consent” has the meaning set forth in Section 13(f).     “Subscription Agreement” has the meaning set forth in the Recitals hereto.     “Subscription Notice” has the meaning set forth in Section 3(b).     “Subsidiary” means, with respect to any Person, any corporation, association,partnership, limited liability company or other business entity of which 50% or more of the totalvoting power of equity securities or equity interests (including partnership interests) entitled(without regard to the occurrence of any contingency) to vote in the election of managers,directors, representatives or trustees thereof is at the time owned or controlled, directly orindirectly, by: (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or(iii) one or more Subsidiaries of such Person. For purposes of this definition, the term“controlled” means the possession, directly or indirectly, of the power to direct themanagement and policies of a Person, whether through the ownership of voting securities, byContract or otherwise.     “Tag-Along Transaction” has the meaning set forth in Section 4(b).     “Transfer” means any direct or indirect transfer, assignment, sale, gift, pledge,hypothecation, encumbrance or other disposition, or any interest therein whatsoever, or any othertransfer of beneficial ownership, whether voluntary or involuntary, including (a) as a part of anyliquidation of assets or (b) as a part of any reorganization pursuant to the United States or otherbankruptcy law or other similar debtor relief laws, but excluding any transfer of Equity Securitiesby employees of the Company or its Subsidiaries upon a termination of employment. Notwithstandingthe foregoing, an SCL Change of Control shall not be deemed to be a Transfer for purposes of thisAgreement.     “Transferee” means any Person acquiring or intending to acquire Equity Securitiesthrough a Transfer.     “Underwritten Offering” means a sale of Equity Securities to an underwriter forreoffering to the public.     Capitalized terms used and not otherwise defined herein shall have the meanings ascribed tothem in the Subscription Agreement.
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       **2.**     **Restriction on Transfers.**     (a) No Shareholder may Transfer any Equity Securities held by such Shareholder to anyPerson, except that:          (i) any Shareholder may Transfer any of the Equity Securities held by such Shareholderwith the written mutual consent of the Investor and SCL;          (ii) any Shareholder may Transfer any of the Equity Securities held by such Shareholderto a Permitted Transferee;          (iii) at any time after the twenty-four month anniversary of the Effective Date, theInvestor and/or SCL may Transfer Equity Securities in connection with the exercise ofregistration rights pursuant to Section 11; and          (iv) subject to the terms of Section 4(e), at any time after the fifty-fourmonth anniversary of the Effective Date (unless prior to such date an Excluded Offeringshall have occurred), the Investor may sell, on behalf of the Investor Group, all but notless than all of the Equity Securities held by the Investor Group for cash to a third partypursuant and subject to the terms of Section 4.     (b) Each Shareholder agrees that, as a condition precedent to any Transfer permittedunder Section 2(a)(i) or Section 2(a)(ii), each Transferee of such EquitySecurities shall have executed a joinder agreement (“Joinder”) substantially in theform of Exhibit B attached hereto, pursuant to which such Transferee agrees (i) tobecome party hereto, (ii) subject to the terms of Section 5, to be treated in thesame manner as the Transferring Shareholder (i.e., as the Investor, as SCL or as an OtherShareholder), for all purposes under this Agreement and (iii) have his, her or its EquitySecurities subject to the terms of this Agreement. Each of the Investor and SCL furtheragrees that, in connection with any Permitted Transfer of the type described in clause (a)or (b) of such definition, as applicable, the Transferee shall enter into documentationpursuant to which (i) such Transferee agrees to vote its shares in the manner directed bythe Investor or SCL, as applicable (in the Investor’s or SCL’s sole and absolute discretion,as applicable) to the fullest extent permitted by Applicable Law and (ii) acknowledges andagrees that none of the rights set forth herein that are particular to the Investor or SCL,as applicable (including the rights in Section 2(a), Section 4, Section5, Section 8 and Section 11) shall be deemed to have been Transferred tosuch Transferee in connection with such Permitted Transfer (provided that the termsof this sentence shall in no way modify the rights of the Investor or SCL set forth hereinthat are particular to the Investor or SCL, as applicable) (provided,however, that (i) in no event shall any of the rights of the Investor or SCLhereunder be Transferable in connection with a Permitted Transfer of the type specified inclause (a) or (b) of the definition thereof and (ii) notwithstanding the terms of clause(i), the parties hereto acknowledge and agree that the Equity Securities Transferred inconnection with a Permitted Transfer of the type specified in clause (a) or (b) of suchdefinition, as applicable, shall for all purposes, be deemed to be held by the Investor orSCL, as applicable, for all purposes under this Agreement and included in the ProportionatePercentage of the Investor or SCL, as the
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case may be). Any failure by a Party to obtain a Joinder from the Transferee to theextent required under this Section 2(b) shall render such Transfer null and void.In the case of a Transfer by a Shareholder to a Shareholder Holding Company, as a conditionprecedent to such Transfer, each Transferring Shareholder of the Equity Securities to suchShareholder Holding Company shall have executed an acknowledgement of the Transferrestrictions contained herein in a form and substance satisfactory to (A) the Investor, inthe case of a Transfer by SCL; (B) SCL, in the case of a Transfer by the Investor; and (C)the Investor and SCL, in the case of a Transfer by an Other Shareholder, pursuant to whichsuch Transferring Shareholder agrees (x) subject to the terms of Section 5, thatsuch Shareholder Holding Company continues to be treated in the same manner as a“Shareholder” of the same class (i.e., as the Investor, as SCL or as an Other Shareholder,as applicable) for all purposes under this Agreement, and (y) that the Equity Securitiesheld by such Shareholder Holding Company continue to be subject to the terms of thisAgreement.     (c) Each Shareholder Holding Company agrees that (i) certificates for ordinary sharesor other instruments reflecting equity interests in such Shareholder Holding Company (andthe certificates for shares or other equity interests in any Persons controlling suchShareholder Holding Company) will note the Transfer restrictions contained in this Agreementas if such ordinary shares or other equity interests were Equity Securities, (ii) noordinary shares or other equity interests may be Transferred (including any Transfer orissuance by such Shareholder Holding Company) to any Person other than in accordance withthe terms and provisions of this Agreement as if such ordinary shares or other equityinterests were Equity Securities and (iii) any Transfer of such ordinary shares or otherequity interests shall be deemed to be a Transfer of a Proportionate Percentage of EquitySecurities hereunder.       **3.**     **Preemptive Rights.**     (a) If the Company proposes to offer New Securities to any Person, the Company shall,before such offer, deliver to the Shareholders a written offer (the “Company PreemptiveRights Offer”) to issue to the Shareholders such New Securities upon the terms set forthin this Section 3. The Company Preemptive Rights Offer shall state that the Companyproposes to issue New Securities and specify their number and terms (including purchaseprice). The Company Preemptive Rights Offer shall remain open and irrevocable for a periodof sixty (60) days (the “Company Preemptive Rights Period”) from the date of itsdelivery.     (b) Each Shareholder may accept the Company Preemptive Rights Offer by delivering tothe Company a notice (the “Subscription Notice”) within the Company PreemptiveRights Period. The Purchase Notice shall state the number (the “Preemptive RightsAcceptance Number”) of New Securities such Shareholder desires to subscribe for. If thesum of all Preemptive Rights Acceptance Numbers equals or exceeds the number of NewSecurities, the New Securities shall be allocated among Shareholders that delivered aSubscription Notice in accordance with their respective Proportionate Percentage.
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     (c) The issuance of New Securities to the Shareholders who delivered a SubscriptionNotice shall be made on a Business Day, as designated by the Company, not less than ten (10)and not more than thirty (30) days after expiration of the Company Preemptive Rights Periodon those terms and conditions of the Company Preemptive Rights Offer not inconsistent withthis Section 3.     (d) In the event that any Shareholder elects not to subscribe for all of its respectiveProportionate Percentage, the New Securities which were available for subscription by suchnon-electing Shareholders (the “Excess New Securities”) shall automatically bedeemed to be accepted for purchase by the Shareholders who indicated in their SubscriptionNotice a desire to subscribe for New Securities in excess of their Proportionate Percentage,as agreed by such Shareholder in the applicable Subscription Notice, such Excess NewSecurities to be allocated proportionately among such Shareholders in accordance with theirrelative Proportionate Percentage.     (e) If the number of New Securities exceeds the sum of all Preemptive RightsAcceptance Numbers, the Company, in its sole discretion, may issue such excess or anyportion thereof on the terms and conditions of the Company Preemptive Rights Offer to anyPerson within ninety (90) days after expiration of the Company Preemptive Rights Period(provided such Person executes a Joinder to this Agreement pursuant to which itagrees to be treated as an Other Shareholder and that such Person and the Equity Securitiesheld by such Person shall be subject to the terms of this Agreement). If such issuance isnot made within such 90-day period, the restrictions provided for in this Section 3shall again become effective.     (f) If any Company Preemptive Rights Offer relates to an issue of New Securities in anunderwritten public offering of New Securities, (i) the provisions of Sections 3(a),3(b), 3(c), 3(d) and 3(e) shall not apply and (ii) eachShareholder shall be entitled to subscribe for a number of New Securities from the Company(or any lesser number) that, when added to the number of Equity Securities owned by suchShareholder immediately prior to the consummation of the underwritten public offering,results in such Shareholder having the same Proportionate Percentage immediately prior toand immediately after such underwritten public offering. Any such subscription shall takeplace simultaneously as the issue of New Securities in the related underwritten publicoffering.     (g) This Section 3 shall not apply to a Drag-Along Transaction underSection 4.       **4.**     **SCL Offer; Tag-Along Transaction; Drag-Along Transaction.**     (a) SCL Offer.          (i) Unless prior to such date an Excluded Offering shall have occurred, at any timeafter the date that is fifty-four (54) months after Effective Date, if the Investor proposesto Transfer on behalf of the Investor Group all but not less than all of the EquitySecurities held by the Investor Group to any Person (other than a
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Permitted Transferee) for cash, the Investor must first deliver to SCL a written offer(the “SCL Offer Notice”) to permit SCL to purchase (or cause one or more of itsdesignees to purchase) all such Equity Securities for cash on terms proposed by theInvestor. The SCL Offer Notice shall include a summary of the material terms and conditionsof the offer contemplated by the SCL Offer Notice, the proposed cash purchase price and thematerial terms and conditions of payment of such cash purchase price in such offer, in eachcase as proposed by the Investor (the “SCL Offer”).          (ii) SCL may accept the SCL Offer by delivering a written notice of such acceptance(the “SCL Acceptance Notice”) to the Investor within 120 days of receiving the SCLOffer Notice. In the event that SCL delivers an SCL Acceptance Notice, SCL and the InvestorGroup shall take such action as may be necessary to enter into a definitive agreement, whichwill include the terms of the SCL Offer, within 30 days of receipt of the SCL AcceptanceNotice. In the event that any member of the Investor Group is required to providerepresentations, warranties, covenants or indemnities in its individual capacity inconnection with such transaction, such representations, warranties, covenants andindemnifications shall be limited to customary fundamental representations and warranties ofsuch member of the Investor Group concerning (1) brokers and finders, (2) title to EquitySecurities, free of all liens and encumbrances (other than those arising under applicablesecurities laws), (3) authority, power and right to enter into and consummate thetransaction without violating any other material agreement, Applicable Law or Order, towhich such member of the Investor Group is a party or subject to, (4) such member of theInvestor Group’s power and right to enter into and consummate the transaction without theconsent of a governmental authority or Person, and (5) the absence of any required consentsfor such member of the Investor Group to enter into and consummate the transaction and theabsence of any registration requirements in connection therewith. Each member of theInvestors Group’s liability under the definitive purchase agreement with respect to suchtransaction will not exceed the total purchase price paid by SCL and received by such memberof the Investor Group in such transaction except for liability resulting from fraud orknowing and intentional breach (it being further agreed that no such portion shall besubject to any escrow or holdback).          (iii) Following delivery of an SCL Acceptance Notice and prior to the consummation ofthe transactions contemplated by the SCL Offer to which such SCL Acceptance Notice applies,SCL shall be entitled to require the Company and the Other Shareholders, as applicable, to,and the Company and Other Shareholders shall, enter into agreements with SCL whereby theOther Shareholders and the Company (as applicable) consent to and raise no objection to theconsummation of the transactions contemplated by paragraph (ii) immediately above. Therepresentations, warranties, covenants and indemnities provided by such Other Shareholdersin connection with such transaction shall be limited in the manner set forth in the secondsentence of clause (ii) of this Section 4.          (iv) If SCL decides not to accept the SCL Offer, SCL will be required to provide awritten refusal notice (the “SCL Refusal Notice”) to the Investor to such effectwithin 120 days after receiving the SCL Offer. In the event 120 days have passedsince SCL received the SCL Offer Notice and neither a SCL Acceptance Notice nor a SCLRefusal Notice has been provided to the Investor, SCL shall be deemed to have provided a SCLRefusal Notice.
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          (v) Following the receipt (or deemed receipt) of the SCL Refusal Notice, the Investorwill have 120 days to enter into a definitive agreement with any Person or Persons to sellall but not less than all of the Equity Securities held by the members of the Investor Groupfor cash; provided that the implied equity value to be paid for the Company in suchtransaction must be greater than the implied equity value to be paid for the Company in theSCL Offer.          (vi) SCL’s decision as to whether or not to accept the SCL Offer under Section4(a)(i) is subject to the requirements of the Listing Rules as may be applicable to SCLfrom time to time. If, in connection with any SCL Offer, SCL would be required under theListing Rules to obtain the approval of its shareholders to accept or not accept the SCLOffer, then regardless of whether or not the board of directors (or other governing body) ofSCL has determined to recommend acceptance or rejection of such SCL Offer, SCL shallnevertheless take all steps required, necessary or appropriate to convene and hold therequisite shareholders’ meeting and to submit to its shareholders for a vote, the decisionto accept or not to accept the SCL Offer. Such meeting shall be held in a timely mannersufficient to obtain such shareholder decision within the 120-day period provided in thisSection 4(a) for the delivery of either an SCL Acceptance Notice or the SCL RefusalNotice. In connection with any such meeting SCL will inform its shareholders that, in theevent SCL gives or is deemed to have given the SCL Refusal Notice, the Investor will beentitled to exercise its rights, and SCL shall be obligated to comply with all of itsobligations under Section 4(c), without any further SCL shareholder approval.     (b) Tag-Along Transaction.          (i) If the Investor receives a bona fide offer made by a third party, as contemplatedin Section 4(a)(v), to purchase all but not less than all of the Equity Securitiesheld by the members of the Investor Group for cash, and does not elect to exercise itsrights pursuant to Section 4(c), the Investor shall give written notice (a “SaleNotice”) to the Non-Investor Holders offering the Non-Investor Holders the option toparticipate in such transaction (a “Tag-Along Transaction”) on the terms andconditions set forth in the Sale Notice (which shall be the same terms and conditionsapplicable to the Investor in such Tag-Along Transaction, subject to the first provisocontained in the immediately succeeding sentence). The Sale Notice shall include the nameof the parties to the proposed Tag-Along Transaction, a summary of the material terms andconditions of the proposed Tag-Along Transaction, the proposed cash purchase price and thematerial terms and conditions of payment of such cash purchase price contemplated by theproposed Tag-Along Transaction. The Non-Investor Holders may, by written notice to theInvestor delivered within sixty (60) days of the date of the Sale Notice, elect to sell insuch Tag-Along Transaction, on the same terms and conditions as those on which the InvestorGroup’s Equity Securities are sold and consistent with the terms and conditions set forth inthe Sale Notice; provided, that if the proposed
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Transferee desires to purchase an aggregate amount of Equity Securities that is lessthan the aggregate amount of Equity Securities proposed to be Transferred by the InvestorGroup and the Non-Investor Holders in the Tag-Along Transaction, then the Investor may electto (A) terminate such Tag-Along Transaction as to all Shareholders (including the sale byany member of the Investor Group as contemplated by Section 4(a)(v)) or (B) on behalf of theInvestor and the Non-Investor Holders, sell that agreed portion of the Equity Securitiesheld by the members of the Investor Group and the Non-Investor Holders that is equal to theproduct of (x) the total number of Equity Securities subject to the proposed Tag-AlongTransaction that the proposed Transferee is willing to purchase and (y) such Shareholder’sProportionate Percentage. No Transfer permitted under this Section 4(b) shall besubject to the requirements of Section 2 hereof.          (ii) In the event that the Shareholders are required to provide representations,warranties, covenants or indemnities in their individual capacity as selling shareholders inconnection with a Tag-Along Transaction, such representations, warranties, covenants andindemnifications shall be limited to those concerning (1) brokers and finders, (2) eachShareholder’s title to Equity Securities, free of all liens and encumbrances (other thanthose arising under applicable securities laws), (3) each Shareholder’s authority, power andright to enter into and consummate the Tag-Along Transaction without violating any othermaterial agreement, Applicable Law or Order, (4) each Shareholder’s power and right to enterinto and consummate the Tag-Along Transaction without the consent of a governmentalauthority or Person, (5) the absence of any required consents to enter into and consummatethe transaction and the absence of any registration requirements in connection therewith and(6) such other representations, warranties, covenants and indemnifications (includingindemnification relating to breaches of representations, warranties or covenants of theCompany and including any escrow or similar holdback to the extent the amount so escrowed orheld back is pro rata among the Shareholders) as may reasonably be considered necessary andappropriate by the Investor in order to consummate such Tag-Along Transaction. EachShareholder’s liability under the definitive purchase agreement with respect to suchTag-Along Transaction will not exceed the total purchase price received by such Shareholderfor its Equity Securities except for liability resulting from fraud or knowing andintentional breach.          (iii) Upon the closing of the sale of any Equity Securities pursuant to paragraph(b)(i) above, the selling Shareholders shall deliver at such closing, against payment of thepurchase price therefor, certificates (or other documentation governing the terms of anysuch Equity Securities) representing their Equity Securities to be sold, duly endorsed forTransfer or accompanied by duly endorsed share transfer forms, evidence of good title to theEquity Securities to be sold, the absence of liens, encumbrances and adverse claims withrespect thereto and such other documents as are deemed reasonably necessary by the Investorand the Company for the proper Transfer of such Equity Securities on the books of theCompany.          (iv) For the avoidance of doubt, the terms set out in this Section 4(b) shallnot apply to a Permitted Transfer.
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          (v) SCL’s decision as to whether or not to enter into the Tag-along Transaction underSection 4(b)(i) is subject to the requirements of the Listing Rules as may beapplicable to SCL from time to time.     (c) Drag-Along Transactions.          (i) If the Investor has received (or has been deemed to have received) an SCL RefusalNotice, the Investor shall be entitled, within 120 days thereafter, in connection withentering into a definitive agreement pursuant to Section 4(a)(v), to deliver to theCompany and the Non-Investor Holders notice of a bona fide offer made by a third party topurchase all but not less than all of the Equity Securities held by the Investor Group andthe Non-Investor Holders for cash consideration (the “Drag-Along Transaction”),which notice shall include the name of the parties to the proposed Drag-Along Transaction, asummary of the material terms and conditions of the proposed Drag-Along Transactionnegotiated by the Investor, the proposed cash purchase price and the material terms andconditions of payment of such cash purchase price contemplated by the proposed Drag-AlongTransaction, and shall state that it desires the Company and all Non-Investor Holders, asapplicable, to enter into definitive agreements with such bona fide third party or parties(the “Proposed Drag-Along Purchaser”) in connection with such Drag-AlongTransaction. Following receipt of such notice, (A) all Non-Investor Holders and the Company(as applicable) shall consent to and raise no objections against the Drag-Along Transactionand (B) if the Drag-Along Transaction is structured as (1) an amalgamation, merger orconsolidation of the Company, all Non-Investor Holders shall vote in favor of suchamalgamation, merger or consolidation, waive any dissenter’s rights, appraisal rights orsimilar rights in connection with such amalgamation, merger or consolidation and instructthe Board to vote in favor of such Drag-Along Transaction and (2) if the Drag-AlongTransaction is structured as a sale or issuance of shares of capital stock, all Non-InvestorHolders shall sell their respective Equity Securities on the terms and conditions of theDrag-Along Transaction as set out in the notice and waive preemptive or other rights withrespect thereto. All Non-Investor Holders shall take all necessary and desirable actions inconnection with the consummation of the Drag-Along Transaction, including the execution ofsuch agreements and such instruments and other actions reasonably necessary to (1) providethe representations, warranties, indemnities, covenants, conditions, escrow agreements andother provisions and agreements relating to such Drag-Along Transaction that have beennegotiated by the Investor (subject to the terms of this Agreement) and (2) effectuate theallocation and distribution of the aggregate consideration upon the Drag-Along Transactionas set forth below. In the event that the Shareholders are required to providerepresentations, warranties, covenants or indemnities in their individual capacity asselling shareholders in connection with a Drag-Along Transaction, such representations,warranties, covenants and indemnifications shall be limited to those concerning (1) brokersand finders, (2) title to Equity Securities, free of all liens and encumbrances (other thanthose arising under applicable securities laws), (3) authority, power and right to enterinto and consummate the Drag-Along Transaction without violating any other materialagreement (including any debt agreements), Applicable Law or Order, (4) the power and rightof such Person and his, her or its Affiliates to enter into and consummate the Drag-AlongTransaction
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without the consent of any governmental authority or Person, (5) the absence of anyrequired consents to enter into and consummate the transaction and the absence of anyregistration requirements in connection therewith and (6) such other representations,warranties, covenants and indemnifications (including indemnification relating to breachesof representations, warranties or covenants of the Company and including any escrow orsimilar holdback to the extent the amount so escrowed or held back is pro rata among theShareholders) as may reasonably be considered necessary and appropriate by the Investor inorder to consummate such Drag-Along Transaction. Each Shareholder’s liability under thedefinitive purchase agreement with respect to such Drag-Along Transaction will not exceedthe total purchase price received by such Shareholder for its Equity Securities except forliability arising from fraud or knowing and intentional breach.          (ii) The obligations of the Non-Investor Holders to participate in any Drag-AlongTransaction pursuant to this Section 4(c) are subject to the satisfaction of thefollowing conditions:     (A) the terms and conditions of the proposed Drag-Along Transaction offered tothe Non-Investor Holders shall be the same as the terms and conditions offered tothe Investor Group;     (B) the implied equity value to be paid for the Company in the Drag-AlongTransaction must be greater than the implied equity value for the Company in thetransaction for which the SCL Refusal Notice was received (or deemed received); and     (C) in the event that the Proposed Drag-Along Purchaser is a “connected person”(as defined in the Listing Rules) of SCL, any affirmative vote or approval of theshareholders of SCL other than such “connected person” and its “associates” (asdefined in the Listing Rules) as required by the Listing Rules shall have beenobtained.          (iii) At the closing of any Drag-Along Transaction pursuant to this Section4(c), each Shareholder shall deliver at such closing, against payment of the purchaseprice therefor, certificates (or evidence thereof) representing its Equity Securities to besold, duly endorsed for Transfer or accompanied by duly endorsed share transfer forms,evidence of good title to the Equity Securities to be sold, the absence of liens,encumbrances and adverse claims with respect thereto and such other documents as are deemedreasonably necessary by the Investor and the Company for the proper Transfer of such EquitySecurities on the books of the Company.          (iv) The Other Shareholders hereby grant an irrevocable proxy and power of attorneywhich, it is agreed, is coupled with an interest, to any nominee of the Investor to take allnecessary actions and execute and deliver all documents reasonably deemed necessary andappropriate to effectuate the consummation of any Drag-Along Transaction. To the extent anyOther Shareholder fails to comply with the provisions of this Section 4(c), suchOther Shareholder shall indemnify, defend and hold harmlesseach Shareholder against all liability, loss or damage, together with all reasonablecosts and expenses (including reasonable legal fees and expenses), relating to, or arisingfrom, its failure to comply with the provisions of this Section 4(c).
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          (v) SCL represents, warrants, acknowledges and agrees that, after having obtained thevote of its shareholders to accept or not to accept the SCL Offer as contemplated bySection 4(a)(vi), under the Listing Rules as of the date hereof no further vote orapproval of the shareholders of SCL (other than as contemplated by Section4(c)(ii)(C)) shall be required for SCL to comply with its obligations under thisSection 4(c).     (d) SCL Offer and Drag-Along Transaction Limitation.     Notwithstanding the terms of Sections 4(a)-(c), the Investor acknowledges andagrees that (i) it shall be entitled to make an SCL Offer and commence a transaction of atype set forth in Section 4(a) (a “SCL Sale Transaction”) and, in the eventthat SCL delivers an SCL Refusal Notice, a Drag-Along Transaction, and in each case enforceits rights with respect thereto pursuant to Section 4(a) or Section 4(c), asapplicable, no more than three (3) times in the aggregate and (ii) in the event that a SaleTermination Event has occurred, the Investor shall not be permitted to commence another SCLSale Transaction or Drag-Along Transaction, as the case may be, until the date that is 18months from the date on which the applicable Sale Termination Event shall have occurred.“Sale Termination Event” means, with respect to any SCL Sale Transaction orDrag-Along Transaction that has been commenced by the Investor, the date on which (i) suchSCL Sale Transaction or Drag-Along Transaction has been terminated or abandoned by theInvestor (as noted in writing to SCL) or (ii) the date on which such SCL Sale Transaction orDrag-Along Transaction has been terminated pursuant to the terms of the definitivetransaction documentation entered into in connection with such transaction.     (e) SCL Offer and Drag-Along Transaction and Certain IPOs.     Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge andagree that in the event an initial public offering by the Company of primary Ordinary Sharesis consummated without the prior written consent of SCL, the rights and obligations of theInvestor, SCL and the Other Shareholders under this Section 4 (and under related Section2(a)(iv)) shall be terminated and of no further force and effect.       **5.**     **Involuntary Transfers.**     (a) In the case of any Transfer of title or beneficial ownership of Equity Securitiesupon default, foreclosure, forfeit, divorce, court order or otherwise, other than by avoluntary decision on the part of a Shareholder made in accordance with Section 2(each, an “Involuntary Transfer”), the Shareholder shall promptly (but in no eventlater than five (5) days after the Involuntary Transfer) furnish written notice (the“Involuntary Transfer Notice”) to the Company indicating that the InvoluntaryTransfer has occurred,
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specifying the name of the Person to whom the Equity Securities were transferred (the“Involuntary Transferee”), giving a description of the circumstances giving rise to,and stating the legal basis for, the Involuntary Transfer (and, if practicable, suchShareholder shall notify the Company of any potential Involuntary Transfer in advance ofsuch Involuntary Transfer, together with any material details regarding the nature andcircumstances of such potential Involuntary Transfer).     (b) Upon the receipt of the Involuntary Transfer Notice, and for sixty (60) daysthereafter, the Shareholders of the Company (other than any Involuntary Transferees) shallhave the right to cause the Company to repurchase, and the Involuntary Transferee shall havethe obligation to sell, all (but not less than all) of the Equity Securities acquired by theInvoluntary Transferee to the Company for a repurchase price equal to the “fair marketvalue” (as determined in accordance with Section 5(d)) of such Equity Securities asof the date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price”and such right, the “Involuntary Transfer Repurchase Right”). The InvoluntaryTransfer Repurchase Right shall be exercised by written notice (the “InvoluntaryTransfer Repurchase Notice”) to the Involuntary Transferee given in accordance withSection 13(k) of this Agreement on or prior to the last date on which theInvoluntary Transfer Repurchase Right may be exercised.     (c) Subject to Section 7 hereof, the repurchase of Equity Securities pursuantto the exercise of the Involuntary Transfer Repurchase Right shall take place on a datespecified by the Company, but in no event following the later of the 60th day following thedate of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt bythe Company of all necessary legal and governmental approvals in connection with suchrepurchase. On such date, the Involuntary Transferee shall Transfer the Equity Securitiessubject to the Involuntary Transfer Repurchase Notice to the Company, free and clear of allliens and encumbrances, by delivering to the Company the certificates representing theEquity Securities to be purchased, duly endorsed for transfer to the Company or accompaniedby a share transfer form duly executed in blank, and the Company shall pay to theInvoluntary Transferee the Involuntary Transfer Repurchase Price. The InvoluntaryTransferee shall use his, hers or its reasonable best efforts to assist the Company in orderto expedite all proceedings described in this Section 5. If the InvoluntaryTransferee does not Transfer the Equity Securities to the Company as required, the Companywill cancel such Equity Securities and deposit the funds in a non-interest bearing accountand make payment upon delivery.     (d) For purposes of this Section 5 and Section 6, the “fair marketvalue” of any Equity Securities shall be determined as follows:          (i) if the Equity Securities are listed on one or more national securities exchanges(within the meaning of the Exchange Act), each share shall be valued at the average closingprice per share on the principal exchange on which such shares are then trading for the ten(10) trading days immediately preceding the date of determination;
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          (ii) if the Equity Securities are not traded on a national securities exchange but arequoted on NASDAQ or a successor quotation system, each share shall be valued at the averageof the last sales price per share for the ten (10) trading days immediately preceding thedate of determination as reported by NASDAQ or any such successor quotation system; and          (iii) if the Equity Securities are not listed on a national securities exchange and arenot traded on NASDAQ, the fair market value shall be determined by the Board in good faithbased on its good faith determination of the fair market value of the Company and itsSubsidiaries as a whole without regard to the percentage of shares represented by the sharessubject to such determination or any minority discount or control premium.     (e) Notwithstanding the foregoing, if a Person whose Equity Securities are being valuedpursuant to Section 5(d)(iii) above disagrees with the valuation determined by theBoard, such Person may elect to choose within five Business Days of being advised of thedetermination of the Board to have the fair market value determined by an independentappraiser, the selection of which shall be subject to the mutual agreement of the Companyand such Person. The fees and expenses of any such independent appraiser shall be borneequally by the Company and the Person whose Equity Securities are being valued hereunder andthe determination by the independent appraiser selected in accordance with this Section5(e) shall be final and binding.       **6.**     **Repurchase Right.**     (a) From and after a Repurchase Event, the Company shall have the right, but not theobligation, to repurchase all or any portion of the Equity Securities held by the applicableOther Shareholder (including any Equity Securities received upon a distribution from anydeferred compensation plan or other Equity Incentive Plan or any Equity Securities issuableupon exercise of any option, warrant or similar equity-linked security of the Company heldby such Other Shareholder) in accordance with this Section 6 (the “RepurchaseRight”), in each case, at a price (the “Repurchase Price”) equal to “fair marketvalue,” but subject to Section 6(b), and subject further to any provisions to thecontrary contained in such Other Shareholder’s Employment Agreement or Option Agreement, asapplicable. The Company may exercise the Repurchase Right by delivering written notice (a“Repurchase Notice”) to such Other Shareholder within six months after theRepurchase Event; provided, however, that with respect to Equity Securitiesacquired by the Other Shareholder after such Repurchase Event (whether by exercise of anyoption, warrant or similar equity-linked security of the Company, distribution of sharesfrom any deferred compensation plan or otherwise), the Company may exercise the RepurchaseRight by delivering a Repurchase Notice to such Other Shareholder within six months afterthe acquisition of such Equity Securities by such Other Shareholder (each date on which anysuch purchase is closed with respect to the subject Equity Securities, the “RepurchaseDate”). The determination date for purposes of determining the fair market value shallbe the Repurchase Date applicable to the subject Equity Securities. The Repurchase Datewith respect to any repurchase of Equity Securities pursuant to the exercise of theRepurchase Right shall take place onthe later of (i) the date specified by the Company, which shall in no event be laterthan thirty (30) days following the date of the Repurchase Notice and (ii) within ten (10)days following the receipt by the Company of all necessary government approvals.
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     (b) Notwithstanding anything contained herein to the contrary, unless otherwiseprovided in the applicable Employment Agreement or Option Agreement of the OtherShareholder, in the event the Other Shareholder’s employment or consulting relationship withthe Company or any of its Subsidiaries is terminated for Cause by the Company or any of itsSubsidiaries or by the Other Shareholder without Good Reason, then the Company may exercisethe Repurchase Right by delivering a Repurchase Notice to such Other Shareholder within thetime periods set forth in Section 6(a) above at a price equal to the least of the(i) the Per Share Subscription Price (as defined in the Subscription Agreement) for eachOrdinary Share issued on the Effective Date, (ii) the cost per security for all other EquitySecurities, in each case subject to adjustment by the Company to reflect any sharesub-division, stock split, recapitalization or similar adjustment to the applicable EquitySecurities and (iii) the fair market value of such Equity Securities. The determinationdate for purposes of determining the fair market value shall be the closing date of thepurchase of the applicable Equity Securities.     (c) The Company shall give prompt written notice to the Investor and SCL statingwhether the Company will exercise the Repurchase Rights pursuant to Section 6(a) orSection 6(b) above. If such notice states that the Company will not exercise suchRepurchase Rights for all or any portion of the applicable Equity Securities subjectthereto, the Investor and SCL (or their designee) shall have the right (exercisable bydelivery of written notice to such Other Shareholder on or before the later of (i) the30th day following the receipt of such notice or (ii) six months after theRepurchase Event) to purchase any such Equity Securities not purchased by the Company on thesame terms and conditions as the Company set forth in Section 6(a) or Section6(b) pro rata to their Proportionate Percentage.     (d) The Repurchase Date shall take place on a date designated by the Company or theInvestor and/or SCL, as applicable, in accordance with Section 6(a) or Section6(c), respectively; provided, however, that the Repurchase Date may bedeferred to a date designated by the Company or the Investor and/or SCL, as applicable, or,to the extent required to avoid liability under applicable securities laws, the OtherShareholder, until such time as the subject Other Shareholder has held the Equity Securitiesfor a period of at least six months and one day. The Company or the Investor and/or SCL, asapplicable, may effect such repurchase of Equity Securities and the Company shall recordsuch Transfer on its books whether or not such Other Shareholder attends such closing ordelivers certificates representing such Equity Securities to the Company. Each OtherShareholder hereby grants an irrevocable proxy and power of attorney which, it is agreed, iscoupled with an interest to any nominee of the Company or the Investor and SCL, asapplicable, to take all necessary actions and execute and deliver all documents deemednecessary and appropriate by such nominee to effect such repurchase of Equity Securities.Any Other Shareholder who fails to take all necessary actions and execute and deliver alldocuments necessary and appropriate to fulfill his, her or its obligations under thisSection 6 shall indemnify, defend and hold suchnominee harmless against all liability, loss or damage, together with all reasonablecosts and expenses (including reasonable legal fees and expenses), relating to or arisingfrom such nominee’s exercise of the proxy and power of attorney granted hereby.
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       **7.**     **Repurchase Disability.**     (a) Notwithstanding anything to the contrary in Section 5 or Section 6,the Company shall not be permitted to purchase any Equity Securities held by any OtherShareholder or Involuntary Transferee upon exercise of the Repurchase Right or theInvoluntary Transfer Repurchase Right if the Board reasonably determines that:          (i) the Company is prohibited from purchasing the Equity Securities by Applicable Law;or          (ii) the purchase of Equity Securities would constitute a breach of, default, or eventof default under, or is otherwise prohibited by, the terms of any loan agreement or otheragreement or instrument representing indebtedness to which the Company or any of itsSubsidiaries is a party or the Company or its applicable Subsidiaries is not able to obtainthe requisite consent of any of its senior lenders to the purchase of the Equity Securities.     The events described in (i) and (ii) above each constitute a “RepurchaseDisability”.     (b) In the event of a Repurchase Disability, the Company shall so notify in writing theOther Shareholders or Involuntary Transferee with respect to whom the Repurchase Right orthe Involuntary Transfer Repurchase Right has been exercised (a “DisabilityNotice”). The Disability Notice shall specify the nature of the Repurchase Disability.The Shareholders of the Company (other than any Involuntary Transferee) shall have the rightto cause the Company to (in the case of an Involuntary Transfer), and the Company or theInvestor and SCL, as the case may be, shall have the right to (in the case of a RepurchaseEvent), repurchase the Equity Securities described in the Repurchase Notice or InvoluntaryTransfer Repurchase Notice at any time during the one-year period following the RepurchaseEvent or Involuntary Transfer, as the case may be (or a nominee of the Company or theInvestor and SCL, as the case may be, may exercise such right); provided,however, that if some, but not all of the Equity Securities to be repurchased can beso repurchased without creating a Repurchase Disability, then the foregoing provisions ofthis Section 7 shall not apply to any portion of the Equity Securities that can beso repurchased without creating a Repurchase Disability. In the event of a RepurchaseDisability, (i) the Company shall provide written notice to each applicable OtherShareholder or Involuntary Transferee as soon as practicable after all RepurchaseDisabilities cease to exist (the “Reinstatement Notice”); (ii) the fair market valueof the Equity Securities subject to a Repurchase Notice or Involuntary Transfer RepurchaseNotice shall be equal to the greater of the fair market value (as determined in accordancewith Section 5(d)) of the Equity Securities as of the date of the Repurchase Noticeor the Involuntary Transfer Repurchase Notice, as the case may be, and the fair market value(as determined in accordance with Section 5(d)) determined as
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of the date the Reinstatement Notice is delivered to the Other Shareholder orInvoluntary Transferee, which fair market value shall be used to determine the RepurchasePrice or Involuntary Transfer Repurchase Price in the manner described above; and (iii) therepurchase shall occur on a date specified by the Company within 10 days following thedetermination of the fair market value of the Equity Securities to be repurchased asprovided in clause (ii) above.       **8.**     **Board of Directors.**     (a) Number of Directors; Nomination; Removal.          (i) Subject to the other provisions of this Section 8, the Company and theShareholders shall take such actions as may be required to ensure that at all relevant times(A) the number of directors constituting the Board shall be five (5), (B) three members ofthe Board shall be appointed (the right to appoint a majority of the Board and the relatedquorum provision in clause (D) below, the “Investor Board Rights”) by the Investor(such directors, the “Investor Directors”), (C) two members of the Board shallappointed by SCL (the “SCL Directors”) and (D) the presence of three (3) directors(including at least two (2) of the Investor Directors and at least one (1) of the SCLDirectors) shall be required to constitute a quorum of the Board.          (ii) If at any time the number of the Equity Securities owned by the Investor Group ona fully diluted basis divided by the number of the Equity Securities owned by SCL Group on afully diluted basis is less than 0.6 (the “Investor Minimum Ratio Condition”), theInvestor Board Rights shall immediately terminate and be of no further force or effect, andmembers of the Board shall be appointed by the affirmative vote of holders of a majority ofthe then-outstanding Equity Securities.          (iii) For so long as the ratio of the number of the Equity Securities owned by SCLGroup on a fully diluted basis divided by the number of the Equity Securities owned by theInvestor Group on a fully diluted basis is at least 0.6 (the “SCL Minimum RatioCondition”), the Company shall not take any of the actions set forth in ScheduleII attached hereto without the prior written approval of SCL (the “SCL ConsentRights”).          (iv) Each of the Investor or SCL, as the case may be, shall be entitled to nominate orreplace its Investor Directors or SCL Directors, as the case may be, by delivering a writtennotice to the Company. As promptly as practicable, but in any event within five (5) days,after delivery of such notice, the parties hereto shall take or cause to be taken suchcorporate actions as may be reasonably required to cause the election or replacementproposed in such notice, and the Shareholders agree to vote their shares in favor of suchelection or replacement. Such corporate actions may include calling a meeting or solicitinga written consent of the Board, or calling a meeting or soliciting a written consent of theShareholders of the Company, as applicable.          (v) The Board shall designate the chief executive officer as a non-voting observer (the“CEO Observer”) to be present at all meetings of the Board and allcommittees thereof. The Company shall give the CEO Observer the same notice andinformation with respect to meetings of the Board and all committees thereof.
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          (vi) Prior to permitting the Company to take any of the actions set forth inSchedule III attached hereto, the Board shall cause the Company to, and the Companyshall provide reasonable advance written notice to SCL of, and shall consult with (but notbe required to obtain the consent of) SCL regarding, any such action (the “SCL Noticeand Consultation Rights”).          (vii) Following a Qualified Public Offering, if the Company is required by ApplicableLaw (including any applicable stock exchange rules) to appoint independent directors to theBoard or any committee thereof, for so long as the Investor Minimum Ratio Condition ismaintained, the number of independent directors shall be maintained at an odd number and themajority of independent directors so required to be appointed shall be appointed to theBoard or applicable committee thereof by the Investor, and the remainder of independentdirectors so required to be appointed shall be appointed to the Board or applicablecommittee thereof by SCL.     (b) Voting Covenant.          (i) In the event that under Applicable Law or the terms of the Company’s or anySubsidiary of the Company’s organizational documents, any action or proposed action of theCompany or any of its Subsidiaries requires the affirmative vote of the Shareholders of theCompany in order for such action or proposed action to be effective (unless such action orproposed action is subject to the SCL Consent Rights), each Shareholder that is a member ofthe SCL Group hereby agrees that, for so long as the Investor Minimum Ratio Condition ismaintained, such Shareholder shall cause all of its Equity Securities to be voted in themanner directed by the Investor (in the Investor’s sole discretion); provided,however, that in no event shall the obligations of this Section 8(b)(i) beapplicable to those matters that are subject to the SCL Consent Rights or otherwise impactin any way the SCL Consent Rights or the agreements with respect to the composition of theBoard set forth in this Article 8.          (ii) By way of execution and delivery of this Agreement, each Shareholder that is amember of the SCL Group appoints and constitutes the Investor as its attorney and proxy withfull power of substitution and resubstitution, with respect to the Equity Securities Ownedby him, her or it, to vote all of the Equity Securities of such Shareholder that is a memberof the SCL Group on any action or proposed action of the Company or any of its Subsidiarieson the matters of the type described in Section 8(b)(i). Upon the execution of thisAgreement, all prior proxies and similar rights and agreements given by each suchShareholder that is a member of the SCL Group with respect to any of the Equity SecuritiesOwned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupledwith an interest.          (iii) In furtherance of the foregoing terms of Section 8(b)(i), for so long asthe Investor Minimum Ratio Condition is maintained, each Shareholder that is a member of theSCL Group hereby waives to the fullest extent permitted by ApplicableLaw all rights of such Shareholder to vote on the matters of the type described inSection 8(b)(i) and further agrees to waive any dissenters, appraisal or similarrights in connection with such matters to the extent voted on by the Investor and theShareholders comprising the SCL Group.
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          (iv) The terms of Section 8(b)(i), Section 8(b)(ii) and Section8(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is amember of the SCL Group.     (c) Expenses; Compensation. The Company shall reimburse each director for hisor her reasonable out-of-pocket expenses (including travel and related expenses) incurred inconnection with (A) attending the meetings of the Board and all committees thereof and (B)to the extent such director is not an employee of the Company, conducting any other Companybusiness requested by the Company. The Company shall maintain directors and officers’indemnity insurance coverage reasonably satisfactory to the Investor and SCL, and the NewBye-laws shall provide for indemnification and exculpation of directors to the fullestextent permitted under Applicable Law.     (d) Increase in Number of Directors. Subject to Section 8(a)(vii), andprovided the Investor and SCL jointly agree in writing, the number of directorsconstituting the Board may be increased to more than five (5), and for so long as theInvestor Minimum Ratio Condition is maintained, the Investor shall have the right tonominate additional directors such that the majority of the directors comprising the Boardshall be Investor Directors, and the Company and Shareholders shall take all corporateactions as may be required to ensure that (x) nominees of the Investor constitute a majorityof the directors of the Board, (y) all directors constituting less than a majority of theBoard are appointed by SCL and (z) the presence of a majority of directors (including amajority of the Investor Directors and at least one SCL Director) is required to constitutea quorum of the Board.     (e) Committees and Subsidiaries. The provisions of this Section 8shall apply, *mutatis mutandis*, to any committee of the Board and to the board of directorsand any committee of the board of directors of each Subsidiary of the Company.
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      **9.**     **Representations, Warranties and Covenants.**     Each Shareholder, severally and not jointly, represents and warrants that (a) effective as ofthe Effective Date, such Shareholder is the registered owner of the number and type of EquitySecurities set forth opposite its name on Schedule I attached hereto, (b) this Agreementhas been duly authorized, executed and delivered by such Shareholder and constitutes the valid andbinding obligation of such Shareholder, enforceable in accordance with its terms, and (c) suchShareholder has not granted and is not a party to any proxy, voting trust or other agreement whichis inconsistent with or conflicts with the provisions of this Agreement, and each Shareholdercovenants that it shall not grant any proxy or become party to any voting trust or other agreementwhich is inconsistent with or conflicts with the provisions of this Agreement.     **10.**     **Information Rights; Covenants.**     (a) For so long as any Shareholder owns at least 10% of the then-outstanding EquitySecurities, such Shareholder shall be entitled to receive regular and suitable business(e.g. sales, marketing and technology), financial and other information reasonablyappropriate to monitor and manage its ownership interests and such other information as itmay reasonably request, from time to time. Such information will include, withoutlimitation, the following:          (i) Access to Records. The Company shall, and shall cause each Subsidiary ofthe Company to, afford to each such Shareholder and its officers, employees, advisors,counsel and other authorized representatives, during normal business hours, reasonableaccess, upon reasonable advance notice, to all of the books, records and properties of theCompany and each such Subsidiary and all officers and employees of the Company and each suchSubsidiary.          (ii) Financial Reports. The Company shall furnish each such Shareholder withcopies of the financial information it is required to provide to its lenders under theCompany’s Existing Credit Facility, which delivery shall be made in accordance with theterms (including without limitation, terms relating to the timing of delivery and thepresentation of such financial information) set forth in the Company’s Existing CreditFacility.          (iii) Miscellaneous. Promptly as practicable (but in any event within ten (10)days) upon becoming available, the Company shall provide to each such Shareholder:     (1) copies of all financial statements, reports, press releases, notices, proxystatements and other documents sent by the Company or its Subsidiaries to its ortheir shareholders generally or released to the public and copies of all regular andperiodic reports, if any, filed by the Company or its Subsidiaries with theCommission, any securities exchange or the NASD or similar Governmental Authority;
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     (2) notification in writing of any litigation or governmental proceeding inwhich it or any of its Subsidiaries is involved and which might, if determinedadversely, materially and adversely effect the Company or any of its Subsidiaries;     (3) notification in writing of the existence of any default under any materialagreement or instrument to which the Company or any of its Subsidiaries is a partyor by which any of their assets are bound;     (4) copies of all reports prepared for or delivered to the management of theCompany or its Subsidiaries by its or their accountants; and     (5) upon request, any other routinely collected financial or other informationavailable to management of the Company or its Subsidiaries.     (b) Notwithstanding the disclosure obligations set forth in Section 10(a), tothe extent applicable to the Company, the Company shall comply in all material respects withthe applicable requirements and provisions of Regulation FD (17 C.F.R. § 243.100, asamended, modified, restated or supplemented from time to time).       **11.**     **Registration Rights.**     (a) Public Offering; Right to Demand; Demand Notices. Subject to theprovisions of this Section 11, at any time following the second anniversary of theEffective Date (the “Liquidity Date”), the Investor and SCL (each a “DemandParty”) shall each have the right in accordance with the provisions of the SecuritiesAct and the terms of this Agreement, to make written requests in unlimited numbers to theCompany for registration for all or a part of its Ordinary Shares; provided, (i)that the initial registration of Ordinary Shares shall only be made in connection with aQualified Public Offering and (ii) the Company shall not be required to act on any suchrequest, for a six (6) month period following the effective date of a previous DemandRegistration (as defined below). All requests made pursuant to this Section 11,after a Qualified Public Offering, will specify an aggregate offering price of at least$20,000,000 for the Ordinary Shares to be registered, and will also specify the intendedmethod of disposition thereof (a “Demand Notice”), including, if such disposition ispursuant to an Underwritten Offering, whether such offering shall be a “firm commitment”underwriting. Subject to Section 11(b) and Section 11(c), promptly uponreceipt of any such Demand Notice, the Company will use its reasonable best efforts to file,as soon as possible, but in any event within ninety (90) days and will use its reasonablebest efforts to have declared effective by the Commission, as soon as possible, but in anyevent within seventy five (75) days from the date of filing, a Registration Statementrelating to such registration under the Securities Act of the Ordinary Shares that theCompany has been so requested to register (each a “Demand Registration”). If,following 180 days after any Demand Registration made pursuant to this Section 11,the Demand Party submits a Demand Notice to the Company requesting another DemandRegistration, the Company will use its reasonable best efforts to file, as soon as possible,but in any event within forty five (45) days and will use its reasonable best efforts tohave declared
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effective, as soon as possible, but in any event within forty five (45) days from thedate of filing, a Registration Statement (as defined below) relating to such DemandRegistration. Any Demand Registration pursuant to this Section 11 may be made for ashelf registration on an appropriate form pursuant to Section 11(g).     (b) Registration Statement Form. Registrations under this Section 11shall be on such appropriate registration form of the Commission (i) as shall be selected bythe Company and as shall be reasonably acceptable to the Demand Party and (ii) as shallpermit the disposition of Ordinary Shares in accordance with the intended method or methodsof disposition specified in the Demand Party’s Demand Notice. If, in connection with anyregistration under this Section 11 that is proposed by the Company to be on Form F-3or S-3 or any successor form, the managing underwriter, if any, shall advise the Company inwriting that in its opinion the use of another permitted form is of material importance tothe success of the offering, then such registration shall be on such other permitted form.     (c) Effective Registration Statement. The Company shall be deemed to haveeffected a Demand Registration if the Registration Statement relating to such DemandRegistration is declared effective by the Commission; provided, however,that no Demand Registration shall be deemed to have been requested for purposes ofSection 11(a) if (x) such registration, after it has become effective, is or becomessubject to any stop order, injunction or other Order of the Commission or other GovernmentalAuthority or court by reason of an act or omission by the Company and such interference isnot cured within 20 Business Days; (y) the conditions to closing specified in the purchaseagreement or underwriting agreement entered into in connection with such registration arenot satisfied because of an act or omission by the Company, or (z) if the Company shallpostpone the filing of any Registration Statement (or any amendment thereto) and theconsummation of the transactions contemplated by any Demand Registration and within 30 daysafter receipt of the notice of postponement, the Demand Party advises the Company in writingthat such Demand Party has determined to withdraw its request for a Demand Registration.     (d) Cutbacks. If the managing underwriter advises the Company that theinclusion of all such Ordinary Shares proposed to be included in any registration wouldinterfere with the successful marketing (including pricing) of the Ordinary Shares to beoffered thereby, then the number of Ordinary Shares proposed to be included in suchregistration shall be allocated among the Company and the selling Shareholders in thefollowing order of priority:          (i) first, the amount of Ordinary Shares which all Shareholders have requested to beincluded in such registration (that the managing underwriter believes can be sold withoutinterfering with the successful marketing (including pricing) of the Ordinary Shares),prorata based upon the number of Ordinary Shares proposed to be sold byeach such Shareholder in such registration; and          (ii) second, the Ordinary Shares to be offered by the Company.
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     (e) Postponement. The Company may postpone the filing of any RegistrationStatement (or any amendment thereto) and the consummation of the transactions contemplatedby the Demand Registration for a reasonable period of time, not to exceed 180 days, if theBoard determines in good faith that the filing of such Registration Statement on theconsummation of such transactions would (i) require the disclosure of a material transactionor other material matter and such disclosure would be disadvantageous to the Company or (ii)materially adversely effect a material financing, acquisition,disposition of assets or shares, amalgamation, merger or other comparable transaction; provided, that theCompany may postpone a Registration Statement only once during any twelve (12) month period.     (f) Piggyback Registration. If the Company at any time proposes for any reasonto register Ordinary Shares under the Securities Act (other than on Form F-3 or S-4 or FormS-8 promulgated under the Securities Act or any successor forms thereto) including, withoutlimitation, pursuant to Section 11(a) or Section 11(g), it shall promptly(and in any event within 5 days after receipt of a Demand Notice, unless the Company hasdetermined to postpone the registration pursuant to Section 11(g)) give writtennotice to each Shareholder of its intention to register the Ordinary Shares and, upon thewritten request, given within 15 days after delivery of any such notice by the Company, ofany such Shareholder to include in such registration Ordinary Shares (which request shallspecify the number of Ordinary Shares proposed to be included in such registration), theCompany shall use its reasonable best efforts to cause all such Ordinary Shares to beincluded in such registration on the same terms and conditions as the Ordinary Sharesotherwise being sold in such registration, and in any event, subject to Section11(d) the Company shall include the Ordinary Shares if the registration is effectedpursuant to Section 11(a) or Section 11(g) on the same terms and conditionsas the Ordinary Shares otherwise being sold in such registration.     (g) Registrations on Form F-3 or S-3. Notwithstanding anything contained inthis Agreement to the contrary, at such time as the Company shall have qualified for the useof Form F-3 or S-3 promulgated under the Securities Act or any successor form thereto, theInvestor and SCL shall have the right to request in writing an unlimited number ofregistrations on Form F-3 or S-3 or such successor form of Ordinary Shares held by suchShareholders, any such request shall (i) specify the number of Ordinary Shares intended tobe sold or otherwise disposed, (ii) state the intended method of disposition of suchOrdinary Shares and (iii) relate to Ordinary Shares having an aggregate offering price of atleast $20,000,000. Promptly (and in any event within 5 days) after receipt of any suchrequest (unless the Company has determined to postpone the registration pursuant toSection 11(g)), the Company shall give written notice of such proposed registrationto the other Shareholders and, subject to Section 11(d), shall include in suchproposed registration any Ordinary Shares requested to be included in such proposedregistration by such Shareholders who respond in writing to the Company’s notice within 15days after delivery of such Notice (which response shall specify the number of OrdinaryShares proposed to be included in such registration). A requested registration on Form F-3or S-3 (or its successor form) in compliance with this Section 11(g) shall not countas a Demand Registration.
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     (h) Holdback Agreement. If the Company at any time shall register any OrdinaryShares under the Securities Act (including any registration pursuant to Section11(a), Section 11(f) or Section 11(g)) for sale to the public, theShareholders shall not sell, make any short sale of, grant any option for the purchase of,or otherwise Transfer (other than Permitted Transfers), any Ordinary Shares (other thanthose Ordinary Shares included in such registration pursuant to Section 11(f) orSection 11(g)) without the prior written consent of the Company for a perioddesignated by the Company in writing to the Shareholders, which period shall not begin morethan 10 days prior to the effectiveness of the Registration Statement pursuant to which suchpublic offering shall be made and shall not exceed 90 days (or 180 days in the case of theinitial public offering) after the effective date of such Registration Statement.     (i) Preparation and Filing. If and whenever the Company is under an obligationpursuant to the provisions of this Agreement to use its reasonable best efforts to effectthe registration of any Ordinary Shares, the Company shall, as expeditiously as practicable:          (i) use its reasonable best efforts to cause a Registration Statement that registerssuch Ordinary Shares to become and remain effective for a period of 90 days or until all ofsuch Ordinary Shares have been disposed of (if earlier);          (ii) furnish, at least 5 Business Days before filing a Registration Statement thatregisters such Ordinary Shares, a prospectus relating thereto or any amendments orsupplements relating to such a Registration Statement or such prospectus, to one counselacting on behalf of all selling shareholders selected by the Investor and SCL (the“Sellers’ Counsel”), copies of all such documents proposed to be filed (it beingunderstood that such 5 Business Day period need not apply to successive drafts of the samedocument proposed to be filed so long as such successive drafts are supplied to such counselin advance of the proposed filing by a period of time that is customary and reasonable underthe circumstances);          (iii) prepare and file with the Commission such amendments and supplements to suchRegistration Statement and the prospectus used in connection therewith as may be necessaryto keep such Registration Statement effective until all of such Ordinary Shares have beendisposed of and to comply with the provisions of the Securities Act with respect to the saleor other Transfer of such Ordinary Shares;          (iv) promptly notify the Sellers’ Counsel in writing (A) of the receipt by the Companyof any notification with respect to any comments by the Commission with respect to suchRegistration Statement, any Preliminary Prospectus, the Prospectus or any Issuer FreeWriting Prospectus, or any request by the Commission for the amending or supplementingthereof or for additional information with respect thereto, (B) of the receipt by theCompany of any notification with respect to the issuance by the Commission of any stop ordersuspending the effectiveness of such Registration Statement, Preliminary Prospectus,Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto or theinitiation of any proceedings for that purpose and (C) of the receipt by the Company of anynotification with respect to the suspensionof the qualification of such Ordinary Shares for sale in any jurisdiction or theinitiation or threatening of any proceeding for such purposes;
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          (v) use its reasonable best efforts to register or qualify such Ordinary Shares undersuch other securities or blue sky laws of such jurisdictions as any selling Shareholderreasonably requests and do any and all other acts and things which may be reasonablynecessary or advisable to enable the holders of such Ordinary Shares to consummate theirdisposition in such jurisdictions, provided, however, that the Company shallnot be required to qualify generally to do business in any jurisdiction where it is not thenso qualified or required to be qualified pursuant to Applicable Law or to take any actionwhich would subject it to general service of process or subject itself to taxation in anysuch jurisdiction where it is not then so subject;          (vi) without limiting subsection (v) above, use its reasonable best efforts tocause such Ordinary Shares to be registered with or approved by such other GovernmentalAuthorities as may be necessary by virtue of the business and operations of the Company toenable the holders of such Ordinary Shares to consummate the Transfer of such OrdinaryShares;          (vii) furnish to each selling Shareholder and the underwriters, if any, such number ofcopies of such Registration Statement, any amendments thereto, any exhibits thereto ordocuments incorporated by reference therein (but only to the extent not publicly availableon EDGAR or the Company’s website), any Preliminary Prospectus, any Issuer Free WritingProspectus and the Prospectus (each in conformity with the requirements of the SecuritiesAct), and such other documents as such selling Shareholder or underwriters may reasonablyrequest in order to facilitate such selling Shareholders disposition of such EquitySecurities;          (viii) notify in writing on a timely basis each selling Shareholder at any time whenthe Prospectus is required to be delivered under the Securities Act, of the happening of anyevent as a result of which the Prospectus included in such Registration Statement, as thenin effect, includes an untrue statement of a material fact or omits to state a material factrequired to be stated therein or necessary to make the statements therein not misleading inlight of the circumstances then existing and, at the request of such Shareholder, prepare,if necessary, an amendment to the Registration Statement and furnish to such Shareholder anumber of copies reasonably requested by such Shareholder of a supplement to or an amendmentof such Prospectus as may be necessary so that, as thereafter delivered to the offerees ofsuch Ordinary Shares, such Prospectus shall not include an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing;          (ix) use its’ reasonable best efforts to prevent the issuance of an Order suspendingthe effectiveness of a Registration Statement, and if one is issued, use its reasonable bestefforts to obtain the withdrawal of any Order suspending the effectiveness of a RegistrationStatement as soon as possible;
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          (x) retain in accordance with the Rules and Regulations all Issuer Free WritingProspectuses not required to be filed pursuant to the Rules and Regulations; and if at anytime during such registration any event shall have occurred as a result of which any IssuerFree Writing Prospectus, as then amended or supplemented, would conflict with theinformation in the Registration Statement, the most recent Preliminary Prospectus or theProspectus or would include an untrue statement of a material fact or omit to state anymaterial fact necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading, or, if for any other reason itshall be necessary to amend or supplement any Issuer Free Writing Prospectus to effectcompliance with the Securities Act and the Rules and Regulations, to notify promptly inwriting the selling Shareholders and underwriters and, upon any of their reasonable request,to file such document and to prepare and furnish without charge to each selling Shareholderand underwriter as many copies as each such selling Shareholder and underwriter may fromtime to time reasonably request of an amended or supplemented Issuer Free Writing Prospectusthat will correct such conflict, statement or omission or effect compliance with theSecurities Act and the Rules and Regulations;          (xi) make available for inspection by the selling Shareholders, the Sellers’ Counsel orany underwriter participating in any disposition pursuant to such Registration Statement andany attorney, accountant or other agent retained by any such seller or underwriter(collectively, the “Inspectors”), all pertinent financial and other records,pertinent corporate documents and properties of the Company and its Subsidiaries(collectively, the “Records”), as shall be reasonably necessary to enable them toexercise their due diligence responsibility, and cause the Company’s officers, managers andemployees to supply all information (together with the Records, the “Information”)reasonably requested by any such Inspector in connection with such Registration Statement.Any of the Information that the Company determines in good faith to be confidential, and ofwhich determination the Inspectors are so notified, shall not be disclosed by the Inspectorsunless (i) the disclosure of such Information is necessary to avoid or correct amisstatement or omission in the Registration Statement, any Preliminary Prospectus, theProspectus, and Issuer Free Writing Prospectus or any amendment or supplement thereto, (ii)the release of such Information is ordered pursuant to a subpoena or other Order of acompetent jurisdiction or (iii) such Information has been made generally available to thepublic. The selling Shareholders agree that they will, upon learning that disclosure ofsuch Information is sought by a Governmental Authority, give prompt written notice to theCompany and use their reasonable best efforts to allow the Company, at the Company’sexpense, to undertake appropriate action to prevent disclosure of the Information deemedconfidential;          (xii) in the case of an Underwritten Offering, use its reasonable best efforts toobtain, from its accountants, a “cold comfort” letter in customary form and covering suchmatters of the type customarily covered by cold comfort letters;          (xiii) use its reasonable best efforts to obtain, from its counsel, an opinion oropinions in customary form (which shall also be addressed to the Shareholders sellingOrdinary Shares in such registration) and, in the case of anUnderwritten Offering, use its reasonable best efforts to obtain, from its counsel, anopinion or opinions in customary form;
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          (xiv) provide a transfer agent and registrar (which may be the same entity) for suchOrdinary Shares and a CUSIP number for such Ordinary Shares, in each case no later than theeffective date of such registration;          (xv) upon the request of any underwriter, issue to any underwriter to which any sellingShareholder may sell Ordinary Shares in such offering, certificates evidencing such EquitySecurities;          (xvi) upon the request of the Investor or SCL, list such Ordinary Shares on anynational securities exchange on which any shares of Equity Securities are listed or, if nosuch shares are listed on a national securities exchange, use its reasonable best efforts toqualify such Ordinary Shares for inclusion on the automated quotation system of the NASD orsuch other national securities exchange as the Investor and SCL shall request;          (xvii) in connection with an Underwritten Offering, participate, to the extentrequested by the managing underwriter for the offering or the Investor or SCL, in customaryefforts to sell the Ordinary Shares being offered, cause such steps to be taken as to ensurethe good faith participation of senior management officers of the Company in “road shows” asis customary and take such other actions as the underwriters, the Investor or SCL mayrequest in order to expedite or facilitate the Transfer of Ordinary Shares;          (xviii) cooperate with each Shareholder and each underwriter participating in thedisposition of Ordinary Shares and their respective counsel in connection with any filingsrequired to be made with the NASD, including, if appropriate, the pre-filing of theProspectus as part of a shelf Registration Statement in advance of an Underwritten Offering;          (xix) make available to its security holders, as soon as reasonably practicable but notlater than eighteen (18) months after the effective date, earnings statements (which neednot be audited) covering a period of twelve (12) months beginning within three (3) monthsafter the effective date of the Registration Statement, which earnings statements shallsatisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;          (xx) during the period when the Prospectus is required to be delivered under theSecurities Act, promptly file all documents required to be filed with the Commission,including pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act;          (xxi) otherwise use its reasonable best efforts to comply with all applicable Rules andRegulations; and
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          (xxii) use its reasonable best efforts to take all other steps necessary to effect theregistration of such Ordinary Shares contemplated hereby.     (j) Expenses. All expenses incident to the Company’s performance of, orcompliance with, this Section 11, including (a) all registration and filing fees,and any other fees and expenses associated with filings required to be made with any stockexchange, the Commission and the NASD (including, if applicable, the fees and expenses ofany “qualified independent underwriter” and its counsel as may be required by the rules andregulations of the NASD); (b) all fees and expenses of compliance with state securities or“blue sky” laws (including fees and disbursements of counsel for the underwriters orShareholders in connection with “blue sky” qualifications of the Ordinary Shares anddetermination of their eligibility for investment under the laws of such jurisdictions asthe managing underwriters may designate); (c) all printing and related messenger anddelivery expenses (including expenses of printing certificates for the Ordinary Shares in aform eligible for deposit with The Depository Trust Company (or any other depositary ortransfer agent/registrar) and of printing any Preliminary Prospectus, any Issuer FreeWriting Prospectus and the Prospectus and any amendments or supplements thereto), all feesand disbursements of counsel for the Company and of all independent certified publicaccountants of the issuer (including the expenses of any special audit and “cold comfort”letters required by or incident to such performance); (d) Securities Act liability insuranceif the Company so desires or the underwriters so require; (e) all fees and expenses incurredin connection with the listing of the Ordinary Shares on any securities exchange (includingNASDAQ) and all rating agency fees; (f) all fees and disbursements of the Sellers’ Counselto represent the selling Shareholders in connection with such registration; and (g)reasonable fees and expenses of outside counsel, consultants, accountants, attorneys,investment bankers, agents and other advisors retained by the Company (all such expensesbeing herein called “Registration Expenses”), will be borne by the Company,regardless of whether the Registration Statement becomes effective; provided,however, that all underwriting discounts and selling commissions applicable to theOrdinary Shares shall not be borne by the Company, but shall be borne by the seller orsellers thereof, in proportion to the number of Ordinary Shares sold by such seller orsellers. In addition, the Company will, in any event, pay its internal expenses (including,without limitation, all salaries and expenses of its officers and employees performing legalor accounting duties), the expense of any audit and the fees and expenses of any Person,including special experts, retained by the Company.     (k) Indemnification.          (i) In connection with any registration of any Ordinary Shares under the Securities Actpursuant to this Agreement, the Company shall indemnify and hold harmless each seller ofsuch Ordinary Shares, each underwriter, broker or any other Person acting on behalf of suchseller, each other Person, if any, who controls any of the foregoing Persons within themeaning of the Securities Act or Exchange Act, and their respective officers, directors,employees, shareholders, members, managers, general partners, limited partners, principals,agents and other representatives against any losses, claims, damages or liabilities, jointor several, to which any of the foregoing Persons
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may become subject under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or actions in respect thereof) arise out of or are basedupon (1) any untrue statement or alleged untrue statement of a material fact contained in(A) any Preliminary Prospectus, the Registration Statement, the Prospectus or in anyamendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendmentor supplement thereto or (C) any Permitted Issuer Information used or referred to in any“free writing prospectus” (as defined in Rule 405) used or referred to by any underwriter or(D) any “road show” (as defined in Rule 433) not constituting an Issuer Free WritingProspectus, when considered together with the most recent Preliminary Prospectus(collectively, “Road Show Material”), (2) the omission or alleged omission to statein any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer FreeWriting Prospectus or in any amendment or supplement thereto or in any Permitted IssuerInformation or any Road Show Material any material fact required to be stated therein ornecessary to make the statements therein (in the case of any Preliminary Prospectus, IssuerFree Writing Prospectus, Road Show Material and the Prospectus or any amendment orsupplement thereto, in the light of the circumstances under which they were made) notmisleading, or (3) any violation by the Company of the Securities Act or state securities orblue sky laws applicable to the Company and relating to action or inaction required of theCompany in connection with such registration or qualification under such state securities orblue sky laws; and shall reimburse such seller, such underwriter, such broker or such otherPerson acting on behalf of such seller and each such controlling Person for any legal orother expenses reasonably incurred by any of them in connection with investigating ordefending any such loss, claim, damage, liability or action; provided,however, that the Company shall not be liable in any such case to the extent thatany such loss, claim, damage or liability arises out of or is based upon an untrue statementor alleged untrue statement or omission or alleged omission made in the PreliminaryProspectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectusor in any such amendment or supplement thereto or in any Permitted Issuer Information or anyRoad Show Material in reliance upon and in conformity with written information furnished tothe Company through an instrument duly executed by such seller or underwriter specificallyfor use in the preparation thereof.          (ii) In connection with any registration of Ordinary Shares under the Securities Actpursuant to this Agreement, each seller of Ordinary Shares shall indemnify and hold harmless(in the same manner and to the same extent as set forth in Section 11(k)(i)) theCompany, each officer of the Company who shall sign such Registration Statement, eachunderwriter, broker or other Person acting on behalf of such seller, each Person whocontrols any of the foregoing Persons within the meaning of the Securities Act or ExchangeAct and each other seller of Ordinary Shares under such Registration Statement with respectto any untrue statement of material fact or omission to state a material fact required to bestated in any Preliminary Prospectus, the Registration Statement, the Prospectus, any IssuerFree Writing Prospectus or in any amendment or supplement thereto or in any Road ShowMaterial, if such untrue statement or omission was made in reliance upon and in conformitywith written information furnished to the Company or such underwriter through an instrumentduly executed by such seller specifically for use in connection with the preparation of such
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Preliminary Prospectus, Registration Statement, Prospectus, Issuer Free WritingProspectus or in any amendment or supplement thereto or in Road Show Material (and suchinformation has not been covered in a subsequent writing prior to the sale of such OrdinaryShares to the Person asserting such untrue statement or omission); provided,however, that the maximum amount of liability in respect of such indemnificationshall be, limited, in the case of each seller of Ordinary Shares, to an amount equal to thenet proceeds actually received by such seller from the sale of Ordinary Shares effectedpursuant to such registration.          (iii) Indemnification similar to that specified in Sections 11(k)(i) and11(k)(ii) shall be given by the Company and to each seller of Ordinary Shares (withsuch modifications as may be appropriate) with respect to any required registration or otherqualification of their Ordinary Shares under any Federal or state law or regulation ofGovernmental Authority other than the Securities Act.          (iv) Promptly after receipt by an indemnified party of notice of the commencement ofany action involving a claim referred to in this Section 11(k), such indemnifiedparty will, if a claim in respect thereof is made against an indemnifying party, givewritten notice to the latter of the commencement of such action (provided,however, that an indemnified party’s failure to give such notice in a timely mannershall only relieve the indemnification obligations of an indemnifying party to the extentsuch indemnifying party is materially prejudiced by such failure). In case any such actionis brought against an indemnified party, the indemnifying party will be entitled toparticipate in and to assume the defense thereof, jointly with any other indemnifying partysimilarly notified to the extent that it may wish, with counsel reasonably satisfactory tosuch indemnified party, and after notice from the indemnifying party to such indemnifiedparty of its election so to assume the defense thereof, the indemnifying party shall not beresponsible for any legal or other expenses subsequently incurred by the latter inconnection with the defense thereof; provided, however, (A) if theindemnifying party shall have failed to assume the defense of such claim within a reasonabletime after receipt of notice of such claim from the indemnified party or to employ counselreasonably satisfactory to such indemnified party or to continue to defend against suchclaim using its reasonable best efforts, or (B) that if any indemnified party shall havereasonably concluded that there may be one or more legal or equitable defenses available tosuch indemnified party which are additional to or conflict with those available to theindemnifying party, or that such claim or litigation involves or could have an effect uponmatters beyond the scope of the indemnity agreement provided in this Section 11(k),then in any such case, the indemnifying party shall not have the right to assume or continuethe defense of such action on behalf of such indemnified party and such indemnifying partyshall reimburse such indemnified party and any Person controlling such indemnified party forthat portion of the fees and expenses of any counsel retained by the indemnified party whichare reasonably related to the matters covered by the indemnity agreement provided in thisSection 11(k).
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          (v) If the indemnification provided for in this Section 11(k) is held by acourt of competent jurisdiction to be unavailable to an indemnified party with respect toany loss, claim, damage or liability referred to herein, then the indemnifying party, inlieu of indemnifying such indemnified party hereunder, shall contribute to the amountspaid or payable by such indemnified party as a result of such loss, claim, damage orliability in such proportion as is appropriate to reflect the relative fault of theindemnifying party on the one hand and of the indemnified party on the other in connectionwith the statements or omissions which resulted in such loss, claim, damage or liability aswell as any other relevant equitable considerations; provided, however, thatthe maximum amount of liability in respect of such contribution shall be limited, in thecase of each seller of Ordinary Shares, to an amount equal to the net proceeds actuallyreceived by such seller from the sale of Ordinary Shares effected pursuant to suchregistration. The relative fault of the indemnifying party and of the indemnified partyshall be determined by reference to, among other things, whether the untrue or allegeduntrue statement of a material fact or the omission to state a material fact relates toinformation supplied by the indemnifying party or by the indemnified party and the parties’relative intent, knowledge, access to information and opportunity to correct or prevent suchstatement or omission. No Person guilty of fraudulent representations (within the meaningof Section 11(f) the Securities Act) shall be entitled to indemnification or contributionhereunder.          (vi) The indemnification and contribution provided for under this Agreement will remainin full force and effect regardless of any investigation made by or on behalf of theindemnified party and will survive the Transfer of Ordinary Shares.     (l) Underwritten Offerings.     Notwithstanding anything to the contrary set forth in this Agreement:          (i) to the extent that all the holders selling Ordinary Shares in a proposedregistration shall enter into an underwriting or similar agreement, which agreement containsprovisions covering one or more issues addressed in this Section 11, the provisionscontained in this Section 11 addressing such issue or issues shall be of no force oreffect with respect to such registration. If any offering pursuant to a Demand Registrationor pursuant to this Section 11 involves an Underwritten Offering, the Investor andSCL (whichever has requested the registration) shall have the right to select the managingunderwriter or underwriters to administer the offering which managing underwriter orunderwriters are each a nationally recognized “bulge bracket” investment bank, in which casethe Company shall enter into an agreement with such firm for the underwriting of suchoffering containing terms and conditions reasonably satisfactory to the Investor or SCL, asthe case may be, and the Company; and          (ii) no Shareholder may participate in any registration hereunder that is underwrittenunless such Shareholder agrees (A) to sell such Shareholder’s Ordinary Shares proposed to beincluded therein on the basis provided in any underwriting arrangement(s) acceptable to theInvestor and SCL, as the case may be, and the Company and consistent with the terms hereofand (B) as expeditiously as possible, to notify the Company of the occurrence of any eventconcerning such Shareholder as a result of which any Preliminary Prospectus, any Issuer FreeWriting Prospectus or the Prospectus contains an untrue statement of a material fact oromits to state a materialfact required to be stated therein or necessary to make the statements therein, inlight of the circumstances under which they were made, not misleading.
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     (m) Information by Holder. Each holder of Ordinary Shares to be included inany registration shall furnish to the Company such written information regarding such holderand the distribution proposed by such holder as the Company may reasonably request inwriting and as shall be reasonably required in connection with any registration,qualification or compliance referred to in this Agreement.     (n) Exchange Act Compliance. From and after the date a Registration Statementfiled by the Company pursuant to the Exchange Act relating to any class of the EquitySecurities shall have become effective, the Company shall comply with all of the reportingrequirements of the Exchange Act (whether or not it shall be required to do so) and shallcomply with all other public information reporting requirements of the Commission which areconditions to the availability of Rule 144 for the sale of Ordinary Shares. The Companyshall cooperate with each holder in supplying such information as may be necessary for suchholder to complete and file any information reporting forms presently or hereafter requiredby the Commission as a condition to the availability of Rule 144 or any comparable successorrules). The Company shall furnish to any holder of Ordinary Shares upon request a writtenstatement executed by the Company as to the steps it has taken to comply with the currentpublic information requirement of Rule 144 (or such comparable successor rules). After theconsummation of a Qualified Public Offering, subject to the limitations on Transfers imposedby this Agreement, the Company shall use its reasonable best efforts to facilitate andexpedite transfers of Ordinary Shares pursuant to Rule 144 under the Securities Act, whichefforts shall include timely notice to its transfer agent to expedite such transfers ofEquity Securities.     (o) No Conflict of Rights. The Company represents and warrants to the Investorand SCL that the registration rights granted in this Agreement do not conflict with anyother registration rights granted by the Company. The Company shall not, after theEffective Date, grant any registration rights which conflict with or impair, or have anypriority over, the registration rights granted hereby.     (p) The rights of the Company to register Ordinary Shares granted to the Shareholdersunder this Section 11 may be assigned in full by a Shareholder in connection with avalid Transfer by such Shareholder of its Ordinary Shares in accordance with Section2 hereof and the Company agrees to promptly file any required prospectus supplementelecting such transfer and naming the transferee as a selling securityholder therein, ifapplicable, enabling the transferee to sell all Ordinary Shares required by it; provided,however, that (i) such Transfer may otherwise be executed in accordance with applicablesecurities laws; (ii) such Shareholder gives prior written notice to the Company; and (iii)such transferee agrees to comply with the terms and provisions of this Agreement to theextent applicable, and such Transfer is otherwise in compliance with this Agreement. Exceptas specifically permitted by this Section 11(p), the rights of a Shareholder withrespect to Ordinary Shares as set out herein shall not betransferable to any other Person, and any attempted Transfer shall cause all rights ofsuch Shareholder therein to be forfeited.
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     (q) Consent. Notwithstanding the foregoing terms of this Section 11,to the extent consent is required from the Investor and SCL under this Section 11,the consent from the Investor or SCL shall only be required to the extent such Shareholderis selling Ordinary Shares under this Section 11 in the applicable registration orsale transaction, and in all such cases, such consent shall not be unreasonably withheld ordelayed.       **12.**     **Termination.**     (a) Subject to Section 12(b) and Section 12(c), this Agreement shallterminate on the first to occur of:          (i) the voluntary or involuntary liquidation, dissolution or winding up of the affairsof the Company (other than any dissolution, liquidation or winding up in connection with anyreincorporation of the Company in another jurisdiction); or          (ii) the execution of a written instrument approving the termination of this Agreement,signed by the Company, the Investor and SCL.     (b) Subject to Section 12(c), if at any time:          (i) the Investor Minimum Ratio Condition is no longer maintained, the rights providedto the Investor under Section 4(c) and Investor Board Rights under Section8, will immediately terminate;          (ii) the SCL Minimum Ratio Condition is no longer maintained or there is a SCL Changeof Control, whichever is the earlier, the rights provided to SCL under Section 4(a)and Section 4(b), and the SCL Consent Rights and the SCL Notice and ConsultationRights under Section 8 will immediately terminate;          (iii) either the Investor Minimum Ratio Condition or the SCL Minimum Ratio Condition isno longer maintained, the restrictions on Transfer set forth in Section 2 willimmediately terminate; or          (iv) the combined ownership of Equity Securities by the Investor Group and the SCLGroup falls below 25% of the then total outstanding Equity Securities, each of theDrag-Along Transaction provisions, the Investor Board Rights, the SCL Consent Rights and theSCL Notice and Consultation Rights will immediately terminate.     (c) The provisions of Section 11, this Section 12 and Section13 shall terminate and be of no further force or effect when there shall not be anyEquity Securities outstanding; provided, however, that Section 11(j)and Section 11(k) shall survive the termination of this Agreement indefinitely.
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      **13.**     **Miscellaneous.**     (a) Restrictive Legends.          (i) Each certificate for Equity Securities (unless otherwise permitted by theprovisions of Section 13(a)(ii)) shall include a legend in substantially thefollowing form:     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEENACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTEREDUNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATESECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTIONTHEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OFAUGUST 17, 2007 BY AND AMONG NCL CORPORATION LTD. (THE“COMPANY”) AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OFSUCH SHAREHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONSON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUTCHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”          (ii) Subject to Section 13(b), any holder of Equity Securities that areregistered pursuant to the Securities Act and qualified under applicable state securitieslaws may exchange any certificate or other evidence of ownership of such Equity Securitiesfor a certificate or other evidence of ownership with respect to the Equity Securities soregistered that shall not bear the legend set forth in clause (i) of this Section13(a).     (b) Compliance with Securities Laws. Notwithstanding anything herein to thecontrary, upon any proposed Transfer of Equity Securities, the Company shall not beobligated to register the Transfer of such Equity Securities on the share transfer registerof the Company until the Company shall have received (i) to the extent required to ensurecompliance with the Securities Act and any other Applicable Laws, an opinion of counselreasonably satisfactory to the Company, to the effect that the proposed Transfer of EquitySecurities may be effected without registration under the Securities Act or any such otherApplicable Laws and/or (ii) representation letters in form and substance reasonablysatisfactory to the Company to ensure compliance with the provisions of the Securities Actand any other Applicable Laws. Each certificate evidencing Equity Securities transferredshall bear the legend set forth in Section 13(a)(i), except that such certificateshall not bear such legend if neither such legend nor the restrictions onTransfer in Section 13(a) and this Section 13(b) are required in orderto ensure compliance with the provisions of the Securities Act and all other Applicable Law.
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     (c) Severability. Whenever possible, each provision of this Agreement will beinterpreted in such manner as to be effective and valid under Applicable Law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable in any respectunder any Applicable Law or rule in any jurisdiction, such invalidity, illegality orunenforceability will not affect any other provision or any other jurisdiction, and suchinvalid, void or otherwise unenforceable provisions shall be null and void. It is theintent of the parties, however, that any invalid, void or otherwise unenforceable provisionsbe automatically replaced by other provisions which are as similar as possible in terms tosuch invalid, void or otherwise unenforceable provisions but are valid and enforceable tothe fullest extent permitted by law.     (d) Entire Agreement; Inconsistency. This Agreement constitutes the entireagreement among the parties hereto and supersedes any other agreements, whether written ororal, that may have been made or entered into by or among any of the parties hereto relatingto the subject matter hereof. In the event that any provision of the New Bye-laws isinconsistent with any provision in this Agreement, (i) the provisions of this Agreementshall govern and (ii) the Shareholders shall take such action as may be necessary to amendthe applicable provision in the New Bye-laws in order to correct such inconsistency in favorof such provision of this Agreement. In the event that such provision is required to be setforth in the New Bye-laws in order to be enforceable upon the Company and/or Shareholdersunder Applicable Law, the Shareholders shall take such action as may be necessary to amendthe New Bye-laws in order reflect the applicable provision of this Agreement.     (e) Successors and Assigns. This Agreement shall bind and inure to the benefitof the Company and the Shareholders and their respective successors and permitted assigns.Except as otherwise expressly permitted pursuant to the terms of this Agreement (or with theprior written consent of the Investor and SCL), but subject in all cases to the terms ofthis Agreement, the Company shall not assign or otherwise Transfer their rights orobligations hereunder.     (f) Spousal Consent. If requested by the Company, each Other Shareholder whois an individual shall cause his or her spouse, as applicable, to execute and deliver aseparate consent and agreement (“Spousal Consent”) in the form attached asExhibit C hereto. The signature of a spouse on a Spousal Consent shall not beconstrued as making such spouse an Other Shareholder or a party to this Agreement except asmay otherwise be set forth in such consent. Each Other Shareholder who is an individualwill certify his or her marital status to the Company at the Company’s request.     (g) Modifications; Amendments; Waivers. This Agreement may only be modified oramended by an instrument in writing signed by the Company, the Investor and SCL. Any waiverof any provision of this Agreement requested by any party hereto must be granted in advance,in writing by the party granting such waiver.
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     (h) Table of Contents and Headings. The table of contents and section headingsof this Agreement are included for reference purposes only and shall not affect theconstruction or interpretation of any of the provisions of this Agreement.     (i) Counterparts; Facsimile Signatures. This Agreement may be executed in anynumber of original or facsimile counterparts or counterparts delivered by electronic mail,and each such counterpart hereof shall be deemed to be an original instrument, but all suchcounterparts together shall constitute but one agreement.     (j) Remedies.          (i) The Shareholders shall have all rights and remedies reserved for the Shareholderspursuant to this Agreement and the New Bye-laws and all rights and remedies which theShareholders have been granted at any time under any other agreement or contract and all ofthe rights which such holder has under any law or equity. Any Person having any rightsunder any provision of this Agreement will be entitled to enforce such rights specifically,to recover damages by reason of any breach of any provision of this Agreement (or anyrepresentation or warranty made herein) and to exercise all other rights granted by law orequity.          (ii) The parties hereto agree that if any parties seek to resolve any dispute arisingunder this Agreement pursuant to a legal proceeding, the prevailing parties to suchproceeding shall be entitled to receive reasonable fees and expenses (including reasonableattorneys’ fees and expenses) incurred in connection with such proceedings.          (iii) It is acknowledged that it will be impossible to measure in money the damagesthat would be suffered if the parties fail to comply with any of the obligations hereinimposed on them and that in the event of any such failure, an aggrieved Person will beirreparably damaged and will not have an adequate remedy at law. Any such Person shall,therefore, be entitled to injunctive relief, including specific performance, to enforce suchobligations, and if any action should be brought in equity to enforce any of the provisionsof this Agreement, none of the parties hereto shall raise the defense that there is anadequate remedy at law.     (k) Notices. All notices, requests, consents and other communicationshereunder to any party hereto shall be deemed to be sufficient if contained in a writteninstrument and shall be deemed to have been duly given when delivered in person, byfacsimile, by electronic mail, by
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nationally-recognized overnight courier, or by first classregistered or certified mail, postage prepaid, addressed to such party at the address setforth below or such other address as may hereafter be designated in writing by the addresseeto the addressor:         (i) if to the Company, to:           NCL Corporation Ltd.    7665 Corporate Center Drive           Miami, FL 33126    Attention: Mark Warren    Telephone: (305) 436-4095    Facsimile: (305) 436-4117           and, prior to Effective Date, with a copy (which shall not constitute notice) to:           Cleary Gottlieb Steen & Hamilton LLP    One Liberty Plaza    New York, NY 10006    Attention: Daniel S. Sternberg    Telephone: (212) 225-2630    Facsimile: (212) 225-3999           and, after Effective Date, with a copy (which shall not constitute notice) to:           O’Melveny & Myers LLP    Times Square Tower    7 Times Square    New York, NY 10036    Attention: Douglas A. Ryder    Telephone: (212) 728-5973    Facsimile: (212) 326-2061         (ii) If, to SCL:           Star Cruises Limited    Suite 1501,    Ocean Centre    5 Canton Road,    Tsimshatsui    Kowloon,    Hong Kong    Attention: Louisa Tam    Telephone: (852) 2378-2963    Facsimile: (852) 2268-5463           and, with a copy (which shall not constitute notice) to:           Cleary Gottlieb Steen & Hamilton LLP    One Liberty Plaza    New York, NY 10006    Attention: Daniel S. Sternberg    Telephone: (212) 225-2630    Facsimile: (212) 225-3999
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         (iii) If, to the Investor:           NCL Investment Ltd.    c/o Apollo Management VI, LP    9 West 57th Street, 43rd Floor    NY, NY 10019    Attention: Steven Martinez    Telephone: (212) 515-3200    Facsimile: (212) 515-3288           and, with a copy (which shall not constitute notice) to:           O’Melveny & Myers LLP    Times Square Tower    7 Times Square    New York, NY 10036    Attention: Douglas A. Ryder    Telephone: (212) 728-5973    Facsimile: (212) 326-2061     All such notices, requests, consents and other communications shall be deemed to have beendelivered and received: (i) in the case of personal delivery or delivery by facsimile, on the dateof such delivery (and, if such date is not a Business Day, then on the next Business Day); and (ii)in the case of dispatch by nationally-recognized overnight courier, on the next Business Dayfollowing such dispatch.     (l) Arbitration, Applicable Law and Dispute Resolution           (a) EXCEPT AS SET FORTH BELOW, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK EXCLUDING THE CONFLICT OF LAWRULES OR PRINCIPLES THAT COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHERTHAN THE STATE OF NEW YORK. ALL MATTERS WHICH ARE THE SUBJECT OF THIS AGREEMENT RELATING TOMATTERS OF INTERNAL GOVERNANCE OF THE COMPANY SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF BERMUDA, WITHOUT GIVING EFFECT TO ANY LAW OR RULE THAT COULDCAUSE THE LAWS OF ANY JURISDICTION OTHER THAN BERMUDA TO BE APPLIED.          (b) Any dispute, controversy or claim arising under, out of, or in connection with orin relation to this Agreement (including but not limited to any question regarding itsexistence, validity, enforceability, interpretation, breach or termination) shall be finallydetermined and settled by arbitration in accordance with the applicable rules of theAmerican Arbitration Association (“AAA”), which rules are deemed to be incorporated byreference into this Section 13(l) and as may be amended by the rest of thisSection 13(l). The Tribunal shall consist of three arbitrators. Each of
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the claimant and the respondent shall have the right to appoint an arbitrator and the third,who shall be the Chairman of the Tribunal, shall be appointed by the two party-appointedarbitrators. It is hereby expressly agreed that if there is more than one claimant partyand/or more than one respondent party, that the claimant parties shall together appoint onearbitrator and the respondent parties shall together appoint one arbitrator. The seat ofthe arbitration shall be New York, New York and the language of the arbitration shall beEnglish. Within 20 days of the conclusion of the arbitration hearing, the Tribunal shallprepare written findings of fact and conclusions of law. It is mutually agreed that thewritten decision of the Tribunal shall be valid, binding and final from the day it is madeand not capable of appeal; provided, however, that the Parties hereto agreethat the Tribunal shall not be empowered to award punitive damages against any Partyparticipating in such arbitration. The Tribunal shall have sole power to take whateverinterim measures it deems necessary, including without limitation injunctive relief,specific performance and other equitable relief. Judgment upon the award rendered by theTribunal may be entered in any court having jurisdiction thereof. If an arbitration iscommenced pursuant to this Section 13(l) and to the extent permitted by law, thearbitrators’ fees and expenses will be borne equally by each Party participating in sucharbitration proceeding, and each Party shall pay its own attorney’s fees and expenses,regardless of whether in the opinion of the Tribunal there is a prevailing party. EACH OFTHE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL, INCLUDING TRIAL BY JURY, INANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.          (m) Interpretive Matters. Unless the context otherwise requires, (i) allreferences to articles, sections, schedules or exhibits are to Articles, Sections, Schedulesor Exhibits of or to this Agreement, (ii) words in the singular or plural include thesingular and plural, and pronouns stated in either the masculine, feminine or neuter gendershall include the masculine, feminine and neuter, and (iii) the term “including” and anyvariation thereof shall mean by way of example and not by way of limitation. Any referenceto a document includes all amendments or supplements to, or replacements or novations of,such document. The parties hereto have participated jointly in the negotiation and draftingof this Agreement. In the event an ambiguity or question of intent arises, this Agreementshall be construed as if drafted jointly by the parties, and no presumption or burden ofproof shall arise favoring or disfavoring any party by virtue of the authorship of any ofthe provisions of this Agreement.          (n) Further Assurances. Following the Effective Date, each party hereto shalldo and perform or cause to be done and performed all such further acts and things and shallexecute and deliver all such other agreements, certificates, instruments, and documents asany other party hereto reasonably may request in order to carry out the provisions of thisAgreement and the consummation of the transactions contemplated hereby (including SCL andthe Investor and their respective Permitted Transferees with respect to their respectiveobligations under this Agreement, including but not limited to their obligations underSection 4 and Section 8 hereof).
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          (o) Third Party Beneficiaries. Except as expressly set forth herein (includingin Section 8(c) with respect to directors and officers indemnity insurance andSection 11(k) in connection with indemnification and contribution relating toregistration of shares), no Person (including, without limitation, any holder of EquitySecurities that is not a party to this Agreement) or anyone acting on behalf of any Person,other than the Shareholders and their permitted assignees in accordance with this Agreement,shall be a third party or other beneficiary of such covenants and no such Person shall haveany rights of contribution against the Shareholders or the Company with respect to suchcovenants or any matter subject to or resulting in indemnification under this Agreement orotherwise.          (p) Additional Parties; Additional Equity Securities. In the event any EquitySecurities are issued to a Person that is not a party hereto as a result of the issuance ofEquity Securities (including upon the exercise or conversion of options, warrants or similarequity-linked Equity Securities of the Company at any time during the term of thisAgreement), such Equity Securities, as a condition to their issuance, shall become subjectto this Agreement via the execution of a Joinder substantially in the form of ExhibitB pursuant to which the purchaser or holder of such Equity Securities agrees to becomeparty hereto and have his, her or its Equity Securities subject to the terms of thisAgreement. In the event any Shareholder acquires additional Equity Securities (includingvia the issuance of Equity Securities upon the exercise or conversion of options, warrantsor similar equity-linked securities of the Company), such Equity Securities shallautomatically be subject to the terms of this Agreement.          (q) Share Splits, Mergers, etc. If, and as often as, there are any changes inany Equity Securities, as applicable, by way of share split, share subdivision, stockdividend, bonus share issue, combination or reclassification, or through amalgamation,merger, consolidation, reorganization or recapitalization, or by any other means,appropriate adjustment shall be made in the provisions of this Agreement, as may berequired, so that the rights, privileges, duties and obligations hereunder shall continuewith respect to the Equity Securities, as so changed.          (r) No Right to Employment. None of the provisions hereof shall create, or beconstrued or deemed to create, any right to employment in favor of any Person by the Companyor any of its Subsidiaries.          (s) Effective Date. This Agreement shall be effective only upon and followingthe Effective Date and shall be of no force or effect if the Subscription Agreement isterminated and the Closing does not occur.          (t) Other Shareholder Agreements. If an Other Shareholder enters into anEmployment Agreement or an Option Agreement or such other agreement with the Company and/orone of the Company’s Subsidiaries whereby such Other Shareholder is granted EquitySecurities (the “Other Shareholder Agreements”), then in the event of anyinconsistency between the terms hereof and the terms of the Other Shareholder Agreements,the terms of this Agreement shall prevail over the terms of any such Other ShareholderAgreements.
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     IN WITNESS WHEREOF, the parties hereto have executed this Shareholders’ Agreement on the datefirst written above.      **NCL CORPORATION LTD.**