**Registration Rights Agreement**This Registration Rights Agreement (the “Agreement”) is made and entered intoas of December 21, 2010, by and among Home Inns & Hotels Management Inc., an exempted company withlimited liability under the laws of the Cayman Islands (the “Company”), and Credit SuisseSecurities (USA) LLC and J.P. Morgan Securities Ltd. (collectively, the “InitialPurchasers”) pursuant to the Purchase Agreement, dated December 14, 2010 (the “PurchaseAgreement”), among the Company and the Initial Purchasers.In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Companyhas agreed to provide the registration rights set forth in this Agreement. The execution anddelivery of this Agreement is a condition to the closing under the Purchase Agreement. The terms“herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement, shall ineach case refer to this Agreement as a whole and not to any particular section, paragraph, sentenceor other subdivision of this Agreement.The Company agrees with the Initial Purchasers (i) for their benefit as Initial Purchasers and(ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to timeof the Covered Securities (as defined herein) (each of the foregoing a “Holder” and,together, the “Holders”), as follows:1. Definitions. Capitalized terms used herein without definition shall have therespective meanings set forth in the Purchase Agreement. As used in this Agreement, the followingterms shall have the following meanings:(a) “Additional Filing Deadline Date” has the meaning set forth in Section 2(e)hereof.(b) “additional interest” has the meaning set forth in Section 2(e) hereof.(c) “Additional Interest Accrual Period” has the meaning set forth in Section2(e) hereof.(d) “Additional Interest Amount” has the meaning set forth in Section 2(e)hereof.(e) “Additional Interest Payment Date” means each June 15 and December 15 ofeach year.(f) “ADSs” means American depositary shares of the Company, each representingtwo Ordinary Shares.(g) “Affiliate” means, with respect to any specified person, an “affiliate,” asdefined in Rule 144, of such person.(h) “Amendment Effectiveness Deadline Date” has the meaning set forth inSection 2(d) hereof.
 
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(i) “Automatic Shelf Registration Statement” has the meaning ascribed to it inRule 405.(j) “Business Day” means each day on which the Nasdaq Global Market is open fortrading.(k) “Claim” has the meaning set forth in Section 9(o) hereof.(l) “Conversion Rate” has the meaning ascribed to it in the Indenture.(m) “Covered Security” has the meaning set forth in Section 1(qq) hereof.(n) “Depositary” shall mean The Bank of New York Mellon or any other depositaryappointed by the Company, provided, however, that such depositary must have an address inthe Borough of Manhattan, in the City of New York.(o) “Designated Counsel” means one (1) counsel, if any, for the Holders inconnection with the Shelf Registration Statement, which Designated Counsel shall bedesignated in writing to the Company by Holders of a majority of the Registrable Securities.(p) “Effectiveness Deadline Date” has the meaning set forth in Section 2(a)hereof.(q) “Effectiveness Period” means a period that terminates when there are noRegistrable Securities outstanding.(r) “Event” has the meaning set forth in Section 2(e) hereof.(s) “Event Date” has the meaning set forth in Section 2(e) hereof.(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended, andthe rules and regulations of the SEC promulgated thereunder.(u) “Form F-1” means Form F-1 under the Securities Act.(v) “Form F-3” means Form F-3 under the Securities Act.(w) “Form F-6 Registration Statement” means the registration statement on FormF-6 (No. 333-37983) relating to the Company’s ADSs.(x) “Fundamental Change Repurchase Date” has the meaning ascribed to it in theIndenture.(y) “Holder” has the meaning set forth in the preamble hereto.(z) “Holder Information” has the meaning set forth in Section 6(b) hereof.(aa) “Indemnified Party” has the meaning set forth in Section 6(c) hereof.
 
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(bb) “Indemnifying Party” has the meaning set forth in Section 6(c) hereof.(cc) “Indenture” means the Indenture, dated as of December 21, 2010, betweenthe Company and the Trustee, pursuant to which the Notes are being issued.(dd) “Initial Purchasers” has the meaning set forth in the preamble hereto.(ee) “Initial Shelf Registration Statement” has the meaning set forth inSection 2(a) hereof.(ff) “Issue Date” means December 21, 2010.(gg) “Issuer Free Writing Prospectus” shall have the meaning set forth inSection 2(g) herein.(hh) “judgment currency” has the meaning set forth in Section 9(p) hereof.(ii) “Material Event” has the meaning set forth in Section 3(j) hereof.(jj) “Notes” means the 2.00% Convertible Senior Notes due December 15, 2015 ofthe Company to be purchased pursuant to the Purchase Agreement.(kk) “Notice and Questionnaire” means a written notice and questionnairedelivered to Company and containing substantially the information called for by the SellingSecurityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum ofthe Company, dated December 14, 2010, relating to the Notes.(ll) “Notice Holder” means, on a given date, any Holder that has delivered aNotice and Questionnaire to the Company on or prior to such date, provided not all of suchHolder’s Registrable Securities that have been registered for resale pursuant to a Noticeand Questionnaire have been sold in accordance with a Shelf Registration Statement.(mm) “Ordinary Shares” means the ordinary shares, $0.005 par value per share,of the Company, including the Underlying Ordinary Shares, or such other shares or equityinterests in the Company’s share capital into which such ordinary shares is reclassified orchanged.(nn) “Proceeding” has the meaning set forth in Section 6(c) hereof.(oo) “Prospectus” means each prospectus included in any Shelf RegistrationStatement (including, without limitation, a prospectus that discloses information previouslyomitted from a prospectus filed as part of an effective registration statement in relianceupon Rule 415 under the Securities Act), and each amendment or prospectus supplementrelating thereto, including post-effective amendments, and all materials incorporated byreference or deemed to be incorporated by reference in the foregoing.(pp) “Purchase Agreement” has the meaning set forth in the preamble hereof.
 
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(qq) “Record Date” means, (i) June 1, with respect to an Additional InterestPayment Date that occurs on June 15 and (ii) December 1, with respect to an AdditionalInterest Payment Date that occurs on December 15.(rr) “Record Holder” means, with respect to an Additional Interest Payment Daterelating to a Registrable Security for which any Additional Interest Amount has accrued, aNotice Holder that was the holder of record of such Registrable Security at the close ofbusiness on the Record Date relating to such Additional Interest Payment Date.(ss) “Registrable Securities” means (a) the Notes, until such Notes have beenconverted, (b) at all times, the Underlying Ordinary Shares and any security issued withrespect thereto upon any share dividend, split or similar event, (c) at all times, anyUnderlying ADSs issued upon conversion of the Notes if such issuance is not made pursuant toan effective registration statement on Form F-6, and (d) at all times, any securities (otherthan the Company’s ADSs or Ordinary Shares) which the Notes become convertible into inaccordance with the terms of the Indenture (each of the foregoing, a “CoveredSecurity”) until, in the case of any such security, the earliest of:(i) the date on which such security has been effectively registered under theSecurities Act and disposed of in accordance with the Registration Statementrelating thereto (including, in the case of Underlying Ordinary shares, the disposalthereof in the form of ADSs issued pursuant to an effective registration statementon Form F-6);(ii) the date on which such security may be sold by Holders (other than Holdersthat are Affiliates of the Company) without restriction pursuant to Rule 144 or anysuccessor provision thereto, without regard to volume limitations or manner of sale;or(iii) the first anniversary of the Issue Date.(tt) “Registration Expenses” has the meaning set forth in Section 5 hereof.(uu) “Registration Statement” means each registration statement, including eachShelf Registration Statement, under the Securities Act, of the Company that covers any ofthe Registrable Securities pursuant to this Agreement, including any information deemed tobe part of and included in such registration statement pursuant to the rules of the SEC andall amendments and supplements to such registration statement and including allpost-effective amendments to, all exhibits of, and all materials incorporated by referenceor deemed to be incorporated by reference in, such registration statement, amendment orsupplement.(vv) “Rule 144” means Rule 144 under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.
 
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(ww) “Rule 144A” means Rule 144A under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(xx) “Rule 405” means Rule 405 under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(yy) “Rule 415” means Rule 415 under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(zz) “Rule 424” means Rule 424 under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(aaa) “Rule 430B” means Rule 430B under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(bbb) “Rule 456” means Rule 456 under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(ccc) “Rule 457” means Rule 457 under the Securities Act, as such Rule may beamended from time to time, or any similar rule or regulation hereafter adopted by the SEC.(ddd) “SEC” means the Securities and Exchange Commission.(eee) “Securities Act” means the Securities Act of 1933, as amended, and therules and regulations promulgated by the SEC thereunder.(fff) “Shelf Registration Statement” means the Initial Shelf RegistrationStatement and any Subsequent Shelf Registration Statement.(ggg) “Subsequent Shelf Registration Statement” has the meaning set forth inSection 2(b) hereof.(hhh) “Subsequent Shelf Registration Statement Effectiveness Deadline Date” hasthe meaning set forth in Section 2(d) hereof.(iii) “Suspension Notice” has the meaning set forth in Section 3(j) hereof.(jjj) “Suspension Period” has the meaning set forth in Section 3(j) hereof.(kkk) “TIA” means the Trust Indenture Act of 1939, as amended.
 
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(lll) “Trustee” means The Bank of New York Mellon, the trustee under theIndenture.(mmm) “Underlying ADSs” means the ADSs issuable upon conversion of the Notes.(nnn) “Underlying Ordinary Shares” means the Ordinary Shares represented by theUnderlying ADSs.2. Shelf Registration.(a) The Company shall prepare and file, or cause to be prepared and filed, with theSEC, a Registration Statement (the “Initial Shelf Registration Statement”) for anoffering to be made on a delayed or continuous basis pursuant to Rule 415 registering theresale from time to time by Holders thereof of all of the Registrable Securities (or, ifregistration of Registrable Securities not held by Notice Holders is not permitted by therules and regulations of the SEC, then registering the resale from time to time by NoticeHolders of their Registrable Securities). The Initial Shelf Registration Statement shallprovide for the registration of such Registrable Securities for resale by such Holders inaccordance with the reasonable methods of distribution indicated in their Notice andQuestionnaires (provided, however, that in no event will such methods ofdistribution take the form of an underwritten offering of Registrable Securities without theCompany’s prior written consent, which the Company may withhold in its sole discretion). Inno event shall the Initial Shelf Registration Statement be filed with the SEC prior tocompletion of the offering of the Notes contemplated by the Purchase Agreement. The Companyshall use its commercially reasonable efforts to (i) cause the Initial Shelf RegistrationStatement to become effective under the Securities Act by the date (the “EffectivenessDeadline Date”) that is two hundred and ten (210) days after the Issue Date and (ii)keep the Initial Shelf Registration Statement (and any Subsequent Shelf RegistrationStatement) continuously effective under the Securities Act until the expiration of theEffectiveness Period (except to the extent permitted under Section 3(j)). At the time theInitial Shelf Registration Statement becomes effective under the Securities Act, each Holderthat became a Notice Holder on or before the fifth (5th) Business Day before the date ofsuch effectiveness shall be named as a selling securityholder in the Initial ShelfRegistration Statement and the related Prospectus in such a manner as to permit such NoticeHolder to deliver such Prospectus to purchasers of Registrable Securities in accordance withthe Securities Act, assuming the accuracy of the information in such Notice Holder’s Noticeand Questionnaire.
 
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(b) If, for any reason, at any time during the Effectiveness Period any ShelfRegistration Statement ceases to be effective under the Securities Act, or ceases to beusable for the purposes contemplated hereunder, in each case except to the extent permittedunder Section 3(j), the Company shall use its commercially reasonable efforts to promptlycause such Shelf Registration Statement to become effective under the Securities Act(including obtaining the prompt withdrawal of any order suspending the effectiveness of suchShelf Registration Statement) or promptly cause such Shelf Registration Statement to be useable for purposes contemplated hereunder, and in anyevent shall, within thirty (30) days, (i) amend such Shelf Registration Statement in amanner reasonably expected to cause the same to become usable for the purposes contemplatedhereunder or obtain the withdrawal of any order suspending the effectiveness of such ShelfRegistration Statement, as applicable, or (ii) file an additional Registration Statement (a“Subsequent Shelf Registration Statement”) for an offering to be made on a delayedor continuous basis pursuant to Rule 415 registering the resale from time to time by Holdersthereof of all securities that are Registrable Securities as of the time of such filing (or,if registration of Registrable Securities not held by Notice Holders is not permitted by therules and regulations of the SEC, then registering the resale from time to time by NoticeHolders of their securities that are Registrable Securities as of the time of such filing).If a Subsequent Shelf Registration Statement is filed, the Company shall use itscommercially reasonable efforts to (A) cause such Subsequent Shelf Registration Statement tobecome effective under the Securities Act as promptly as practicable after such filing, butin no event later than the Subsequent Shelf Registration Statement Effectiveness DeadlineDate and (B) keep such Subsequent Shelf Registration Statement (or another Subsequent ShelfRegistration Statement) continuously effective until the end of the Effectiveness Period(except to the extent permitted under Section 3(j)). Each such Subsequent ShelfRegistration Statement, if any, shall provide for the registration of such RegistrableSecurities for resale by such Holders in accordance with the reasonable methods ofdistribution indicated in their Notice and Questionnaires (provided,however, that in no event will such methods of distribution take the form of anunderwritten offering of Registrable Securities without the Company’s prior written consent,which the Company may withhold in its sole discretion).(c) Subject to Section 2(d)(i)(A), the Company shall supplement and amend any ShelfRegistration Statement if required by the rules, regulations or instructions applicable tothe registration form used by the Company for such Shelf Registration Statement, if requiredby the Securities Act or, if necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading, as reasonably requested by theInitial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securitiescovered by such Shelf Registration Statement.(d)(i) Each Holder of Registrable Securities agrees that, if such Holder wishes tosell Registrable Securities pursuant to a Shelf Registration Statement and relatedProspectus, it will do so only in accordance with this Section 2(d) and Section3(j). Each Holder of Registrable Securities wishing to sell Registrable Securitiespursuant to a Shelf Registration Statement and related Prospectus agrees to delivera completed and executed Notice and Questionnaire to the Company together with anyother information the Company may reasonably request, prior to any attempted oractual distribution of Registrable Securities under a Shelf Registration Statement.If a Holder becomes a Notice Holder after the fifteenth (15th) Business Day beforethe date the Initial Shelf Registration Statement becomes effective under theSecurities Act, the Company will use itscommercially reasonable efforts to, within thirty (30) days after the date suchHolder became a Notice Holder (or, if a Suspension Period either is in effect whensuch Holder became a Notice Holder or is put into effect within fifteen (15)Business Days after the date such Holder became a Notice Holder, then within thirty(30) days after the expiration of such Suspension Period),
 
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(A) file with the SEC a supplement to the related Prospectus (or, ifrequired by applicable law, a post-effective amendment to the ShelfRegistration Statement or a Subsequent Shelf Registration Statement), andall other document(s), in each case as is required so that such NoticeHolder is named as a selling securityholder in a Shelf RegistrationStatement and the related Prospectus in such a manner as to permit suchNotice Holder to deliver a Prospectus to purchasers of the RegistrableSecurities in accordance with the Securities Act; provided,however, that, if a post-effective amendment or a Subsequent ShelfRegistration Statement is required by the rules and regulations of the SECin order to permit resales by such Notice Holder, the Company shall not berequired to file more than one (1) post-effective amendment or SubsequentShelf Registration Statement for such purpose in any ninety (90) day period;providedfurther, that in no event shall the Company beobligated to file more than one (1) such supplement in any thirty (30) dayperiod;(B) if, pursuant to Section 2(d)(i)(A), the Company shall have filed apost-effective amendment to the Shelf Registration Statement or filed aSubsequent Shelf Registration Statement, the Company shall use itscommercially reasonable efforts to cause such post-effective amendment orSubsequent Shelf Registration Statement, as the case may be, to becomeeffective under the Securities Act as promptly as practicable, but in anyevent by the date (the “Amendment Effectiveness Deadline Date,” inthe case of a post-effective amendment, and the “Subsequent ShelfRegistration Statement Effectiveness Deadline Date,” in the case of aSubsequent Shelf Registration Statement) that is forty five (45) days afterthe date such post-effective amendment or Subsequent Shelf RegistrationStatement, as the case may be, is required by this Section 2(d) to be filedwith the SEC;(C) the Company shall provide such Notice Holder, upon request, with areasonable number of copies of any documents filed pursuant to clause (A)above;(D) the Company shall notify such Notice Holder as promptly aspracticable after the effectiveness under the Securities Act of anypost-effective amendment or Subsequent Shelf Registration Statement filedpursuant to clause (A) above;(E) if such Holder became a Notice Holder during a Suspension Period,or a Suspension Period is put into effect within fifteen (15) Business Days after the date such Holder became a Notice Holder,the Company shall so inform such Notice Holder and shall, subject to thelimitations of this Section 2(d), take the actions set forth in clauses (A),(B) and (C) above within thirty (30) days after expiration of suchSuspension Period in accordance with Section 3(j); and
 
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(F) if, under the Securities Act, the Company has more than one optionas to the type or manner of making any such filing, the Company shall makethe required filing or filings in the manner or of a type that the Companyreasonably expects to result in the earliest availability of a Prospectusfor effecting resales of Registrable Securities.(ii) Notwithstanding anything contained herein to the contrary, the Companyshall be under no obligation to name any Holder that is not a Notice Holder as aselling securityholder in any Shelf Registration Statement or related Prospectus;provided, however, that any Holder that becomes a Notice Holder(regardless of when such Holder became a Notice Holder) shall be named as a sellingsecurityholder in a Shelf Registration Statement or related Prospectus in accordancewith the requirements of this Section 2(d) or Section 2(a), as applicable.(e) The parties hereto agree that the Holders of Registrable Securities will sufferdamages, and that it would not be feasible to ascertain the extent of such damages withprecision, if:(i) the Initial Shelf Registration Statement has not become effective under theSecurities Act on or prior to the Effectiveness Deadline Date;(ii) either a supplement to a Prospectus, a post-effective amendment or aSubsequent Shelf Registration Statement is required to be filed with the SEC andfails to be filed with the SEC within the prescribed period and in the manner setforth in Section 2(d) (the date such filing is required to be made being an“Additional Filing Deadline Date”) or, in the case of a post-effectiveamendment or a Subsequent Shelf Registration Statement, such post-effectiveamendment or Subsequent Shelf Registration Statement does not become effective underthe Securities Act by the Amendment Effectiveness Deadline Date or the SubsequentShelf Registration Statement Effectiveness Deadline Date, as the case may be;(iii) the Initial Shelf Registration Statement or any Subsequent RegistrationStatement is filed with the SEC and becomes effective under the Securities Act butshall thereafter cease to be effective (without being succeeded immediately by a newRegistration Statement that is filed and immediately becomes effective under theSecurities Act) or usable under the Securities Act for the offer and sale ofRegistrable Securities in the manner contemplated by this Agreement for a period oftime (including any Suspension Period) which shall exceed the number of dayspermitted in Section 3(j); or
 
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(iv) any Registration Statement or amendment thereto, at the time it becomeseffective under the Securities Act, or any Prospectus relating thereto, at the timeit is filed with the SEC or, if later, at the time the Registration Statement towhich such Prospectus relates becomes effective under the Securities Act, shall failto name each Notice Holder as a selling securityholder in such a manner as to permitsuch Notice Holder to sell its Registrable Securities pursuant to such RegistrationStatement and Prospectus in accordance with the Securities Act, which Notice Holderwas required, pursuant to the terms of this Agreement, to be so named (it beingunderstood that, without limitation, naming such Notice Holder in a manner thatpermits such Notice Holder to sell only a portion of such Notice Holder’sRegistrable Securities referenced in such Notice Holder’s Notice and Questionnaireshall be deemed to be an “Event” (as defined below) for purposes of this clause(iv)).Each of the events of a type described in any of the foregoing clauses (i) through (iv) areindividually referred to herein as an “Event,” and(W) the Effectiveness Deadline Date, in the case of clause (i) above,(X) the Additional Filing Deadline Date, the Amendment EffectivenessDeadline Date or the Subsequent Shelf Registration Statement EffectivenessDeadline Date, as the case may be, in the case of clause (ii) above,(Y) the date on which the duration of the ineffectiveness orunusability of the Shelf Registration Statement exceeds the number of dayspermitted by clause (iii) above, in the case of clause (iii) above, and(Z) the date the applicable Registration Statement or amendment theretoshall become effective under the Securities Act, or the date the applicableProspectus is filed with the SEC or, if later, the time the RegistrationStatement to which such Prospectus relates becomes effective under theSecurities Act, as the case may be, in the case of clause (iv) above,are each herein referred to as an “Event Date.” Events shall be deemed to continueuntil the following dates with respect to the respective types of Events:(A) the date the Initial Shelf Registration Statement becomes effectiveunder the Securities Act, in the case of an Event of the type described inclause (i) above;(B) the date a supplement to a Prospectus, a post-effective amendmentor a Subsequent Shelf Registration Statement, whichever is required, isfiled with the SEC (in the case of a supplement) or becomes effective underthe Securities Act (in the case of a post-effectiveamendment or a Subsequent Shelf Registration Statement), in the case ofan Event of the type described in clause (ii) above;
 
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(C) the date the Initial Shelf Registration Statement or the SubsequentShelf Registration Statement, as the case maybe, becomes effective andusable under the Securities Act again, or the date another Subsequent ShelfRegistration Statement is filed with the SEC pursuant to Section 2(b) andbecomes effective, in the case of an Event of the type described in clause(iii) above; or(D) the date a supplement to the Prospectus is filed with the SEC, orthe date a post-effective amendment to the Registration Statement becomeseffective under the Securities Act, or the date a Subsequent ShelfRegistration Statement becomes effective under the Securities Act, whichsupplement, post-effective amendment or Subsequent Shelf RegistrationStatement, as the case may be, names as selling securityholders, in such amanner as to permit them to deliver the related Prospectus to purchasers ofRegistrable Securities in the manner contemplated by, and in accordancewith, the Securities Act, all Notice Holders required as herein provided tobe so named, in the case of an Event of the type described in clause (iv)above.Notwithstanding anything herein to the contrary, Events described in clauses (i), (ii) and(iv) above will be deemed to be suspended during any Suspension Period unless the durationof such Suspension Period exceeds the number of days permitted in Section 3(j).Accordingly, commencing on (and including) any Event Date and ending on (but excluding) thenext date on which there are no Events that have occurred and are continuing (an“Additional Interest Accrual Period”), the Company agrees to pay, as additionalinterest (“additional interest”) and not as a penalty, an amount (the“Additional Interest Amount”) at the rate described below, payablesemi-annually on each Additional Interest Payment Date to Record Holders, to the extent of,for each such Additional Interest Payment Date, the unpaid Additional Interest Amount thathas accrued to (but excluding) such Additional interest Payment Date (or, if the AdditionalInterest Accrual Period shall have ended prior to such Additional Interest Payment Date, to,but excluding, the day immediately after the last day of such Additional Interest AccrualPeriod); provided, however, that any unpaid Additional Interest Amount thathas accrued with respect to any Note, or portion thereof, purchased by the Company pursuantto a Fundamental Change on an Fundamental Change Repurchase Date, that is after the close ofbusiness on the Record Date relating to such Additional Interest Payment Date and beforesuch Additional Interest Payment Date, shall, in each case, be instead paid, on suchFundamental Change Repurchase Date, to the Holder who submitted such Note or portion thereoffor repurchase upon the Fundamental Change.
 
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The Additional Interest Amount shall accrue at a rate per annum equal to one quarter of onepercent 0.25% for the ninety (90) day period beginning on, and including, the Event Date,and thereafter at a rate per annum equal to one half of one percent 0.50%, of theaggregate principal amount of the Notes of which such Record Holders were holders of recordat the close of business on the applicable Record Date; provided, however,that:(I) no Additional Interest Amounts shall accrue as to any CoveredSecurity from and after the earlier of (x) the date such Covered Security isno longer a Registrable Security, (y) in the case of a Covered Security thatis a Note, the date, and to the extent, such Note is converted in accordancewith the Indenture and (z) the expiration of the Effectiveness Period;(II) only those Holders (or their subsequent transferees) that werefailed to be named as selling securityholders in the manner prescribed inSection 2(e)(iv) above shall be entitled to receive any Additional InterestAmounts that have accrued solely with respect to an Event of the typedescribed in Section 2(e)(iv) above (it being understood that this clause(II) shall not impair any right of any Holder to receive Additional InterestAmounts that have accrued with respect to an Event other than an Event ofthe type described in Section 2(e)(iv) above);(III) only those Holders (or their subsequent transferees) whosedelivery of a Notice and Questionnaire gave rise to the obligation of theCompany, pursuant to Section 2(d)(i), to file and, if applicable, makeeffective under the Securities Act the supplement, post-effective amendmentor Subsequent Shelf Registration Statement referred to in Section 2(e)(ii)above shall be entitled to receive any Additional Interest Amounts that haveaccrued solely with respect to an Event of the type described in Section2(e)(ii) above (it being understood that this clause (Ill) shall not impairany right of any Holder to receive Additional Interest Amounts that haveaccrued with respect to an Event other than an Event of the type describedin Section 2(e)(ii) above); and(IV) if a Covered Security ceases to be outstanding during anAdditional Interest Accrual Period for which an Additional Interest Amountwould be payable with respect to such Covered Security, then the AdditionalInterest Amount payable hereunder with respect to such Covered Securityshall be prorated on the basis of the number of full days such CoveredSecurity is outstanding during such Additional Interest Accrual Period.Except as provided in the final paragraph of this Section 2(e), (i) the rate of accrual ofthe Additional Interest Amount with respect to any period shall not exceed the rate providedfor in this Section 2(e) notwithstanding the occurrence of multiple concurrent Events and(ii) following the cure of all Events requiring the payment by the Company of AdditionalInterest Amounts to the Holders pursuant to this Section, the accrual of Additional InterestAmounts shall cease (without in any way limiting the effect of any subsequent Eventrequiring the payment of Additional Interest Amounts by the Company). All
 
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installments ofadditional interest shall be paid by wire transfer of immediately available funds to the account specified by the Notice Holder or, if no such account is specified, bymailing a check to such Notice Holder’s address shown in the register of the registrar forthe Notes or, with respect to any Notes that have been converted; such Notice Holder’smailing address as shown on its Notice and Questionnaire. Subject to any rights that mayarise under Section 6, the parties hereto agree that the additional interest provided forhereunder shall constitute the sole and exclusive remedy for an Event that occurs withrespect to any Note or with respect to any ADSs (or Ordinary Shares represented by suchADSs) that both underlie such Note and are not outstanding, provided,however, that nothing in this sentence shall affect the rights hereunder of a holderof outstanding Underlying ADSs.All of the Company’s obligations set forth in this Section 2(e) that are outstanding withrespect to any Registrable Security at the time such Registrable Security ceases to be aRegistrable Security shall survive until such time as all such obligations with respect tosuch security have been satisfied in full (notwithstanding termination of this Agreementpursuant to Section 9(n)).The parties hereto agree that the additional interest provided for in this Section 2(e)constitutes a reasonable estimate of the damages in respect of the Notes that may beincurred by Holders of the Notes by reason of an Event relating to such Notes, including,without limitation, the failure of a Shelf Registration Statement to be filed, becomeeffective under the Securities Act, amended or replaced to include the names of all NoticeHolders or available for effecting resales of Registrable Securities in accordance with theprovisions hereof.If any Additional Interest Amounts are not paid when due, then, to the extent permitted bylaw, such overdue Additional Interest Amounts, if any, shall bear interest, compoundedsemi-annually, until paid at the rate of interest payable with respect to overdue amounts onthe Notes pursuant to Section 8.02 of the Indenture.(f) The Trustee shall be entitled, on behalf of Holders, to seek any available remedyfor the enforcement of this Agreement, including for the payment of any Additional InterestAmount.(g) The Company agrees that it will not, unless it obtains the prior consent of theHolders of a majority of the Registrable Securities that are registered under the ShelfRegistration Statement at such time or the consent of the managing underwriter in connectionwith any underwritten offering of Registrable Securities, and each Holder agrees that itwill not, unless it obtains the prior written consent of the Company and any such managingunderwriter, make any offer relating to the Covered Securities that would constitute, as thecase may be, an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act(an “Issuer Free Writing Prospectus”), or a “free writing prospectus,” as defined inRule 405 under the 1933 Act, required to be filed with the SEC. The Company represents thatany Issuer Free Writing Prospectus will not include any information that conflicts with theinformation contained in any Shelf Registration Statement or Prospectus and that any IssuerFree Writing Prospectus, when taken together with the information in the Shelf RegistrationStatements and the Prospectuses,will not include any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in light of the circumstances underwhich they were made, not misleading.
 
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3. Registration Procedures. In connection with the registration obligations of theCompany under Section 2 hereof, the Company shall:(a) Prepare and file with the SEC a Shelf Registration Statement or Shelf RegistrationStatements in the manner provided in this Agreement and use its commercially reasonableefforts to cause each such Shelf Registration Statement to become effective under theSecurities Act and remain effective under the Securities Act as provided herein;provided, that, before filing any Shelf Registration Statement or Prospectus or anyamendments or supplements thereto with the SEC, the Company shall furnish to the InitialPurchasers, Designated Counsel, if any, and counsel for the Initial Purchasers copies of allsuch documents proposed to be filed and give reasonable consideration to any comments as theInitial Purchasers, Designated Counsel, if any, or such counsel shall propose within two (2)Business Days of the delivery of such copies to the Initial Purchasers, Designated Counsel,if any, and such counsel. Each Registration Statement that is or is required by thisAgreement to be filed with the SEC shall be filed on Form F-3 if the Company is theneligible to use Form F-3 for the purposes contemplated by this Agreement, or, if the Companyis not then so eligible to use Form F-3, shall be on Form F-1 or another appropriate formthat is then available to the Company for the purposes contemplated by this Agreement. Eachsuch Registration Statement that is filed on Form F-3 shall constitute an Automatic ShelfRegistration Statement if the Company is then eligible to file an Automatic RegistrationStatement on Form F-3 for the purposes contemplated by this Agreement. If, at the time anyRegistration Statement is filed with the SEC, the Company is eligible, pursuant to Rule430B(b), to omit, from the prospectus that is filed as part of such Registration Statement,the identities of selling securityholders and amounts of securities to be registered ontheir behalf, then the Company shall prepare and file such Shelf Registration Statement in amanner as to permit such omission and to allow for the subsequent filing of such informationin a prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d).(b) Prepare and file with the SEC such amendments and post-effective amendments to eachShelf Registration Statement as may be necessary to keep such Shelf Registration Statementor Subsequent Shelf Registration Statement continuously effective until the expiration ofthe Effectiveness Period (except to the extent permitted under Section 3(j)); cause therelated Prospectus to be supplemented by any required Prospectus supplement and, as sosupplemented, to be filed with the SEC pursuant to Rule 424; and comply with the provisionsof the Securities Act applicable to it with respect to the disposition of all securitiescovered by each Shelf Registration Statement during the Effectiveness Period (except to theextent permitted under Section 3(j)) in accordance with the intended methods of dispositionby the sellers thereof set forth in such Shelf Registration Statement as so amended or suchProspectus as so supplemented.
 
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(c) If, at any time during the Effectiveness Period, any Registration Statement shallcease to comply with the requirements of the Securities Act with respect to eligibility forthe use of the form on which such Registration Statement was filed with the SEC (or if suchRegistration Statement constituted an Automatic Shelf Registration Statement at the time itwas filed with the SEC and shall thereafter cease to constitute an Automatic ShelfRegistration Statement, or if the Company shall have received, from the SEC, a notice,pursuant to Rule 401(g)(2) under the Securities Act, of objection to the use of the form onwhich such Registration Statement was filed with the SEC), (i) promptly give notice to theNotice Holders, Designated Counsel, if any, and counsel for the Initial Purchasers and tothe Initial Purchasers and (ii) promptly file with the SEC a new Registration Statementunder the Securities Act, or a post-effective amendment to such Registration Statement, toeffect compliance with the Securities Act. The Company shall use its commerciallyreasonable efforts to cause such new Registration Statement or post-effective amendment tobecome effective under the Securities Act as soon as practicable and shall promptly givenotice of such effectiveness to the Notice Holders, Designated Counsel, if any, and counselfor the Initial Purchasers and to the Initial Purchasers. Each such new RegistrationStatement, if any, shall be deemed, for purposes of this Agreement, to be a Subsequent ShelfRegistration Statement.(d) During the Effectiveness Period, as promptly as practicable, give notice to theNotice Holders, the Initial Purchasers, Designated Counsel, if any, and counsel for theInitial Purchasers:(i) when any Prospectus, Prospectus supplement, Registration Statement orpost-effective amendment to a Registration Statement has been filed with the SECand, with respect to any Registration Statement or any post-effective amendment,when the same has become effective under the Securities Act,(ii) of any request, following the effectiveness of a Shelf RegistrationStatement under the Securities Act, by the SEC or any other governmental authorityfor amendments or supplements to such Shelf Registration Statement or the relatedProspectus or for additional information,(iii) of the issuance by the SEC or any other governmental authority of anystop order suspending the effectiveness of any Shelf Registration Statement or theinitiation or threatening of any proceedings for that purpose,(iv) of the receipt by the Company or its legal counsel of any notificationwith respect to the suspension of the qualification or exemption from qualificationof any of the Registrable Securities for sale in any jurisdiction or the initiationor threatening of any proceeding for such purpose,(v) after the effective date of any Shelf Registration Statement filed with theSEC pursuant to this Agreement, of the occurrence of (but not the nature of ordetails concerning) a Material Event, and
 
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(vi) of the determination by the Company that a post-effective amendment to aShelf Registration Statement (including Subsequent Shelf Registration Statement)will be filed with the SEC, which notice may, at the discretion of the Company (oras required pursuant to Section 3(j)), state that it constitutes a SuspensionNotice, in which event the provisions of Section 3(j) shall apply.(e) Subject to the terms hereof, use its commercially reasonable efforts to (i) preventthe issuance of, and, if issued, to obtain the withdrawal of, any order suspending theeffectiveness of a Shelf Registration Statement and (ii) obtain the lifting of anysuspension of the qualification (or exemption from qualification) of any of the RegistrableSecurities for sale in any jurisdiction in which they have been qualified for sale, ineither case at the earliest possible moment, and provide prompt notice to each NoticeHolder, the Initial Purchasers, Designated Counsel, if any, and counsel for the InitialPurchasers, of the withdrawal or lining of any such order or suspension.(f) Give reasonable consideration to any written request by the Initial Purchasers orany Notice Holder, to incorporate in a Prospectus supplement or a post-effective amendmentto a Shelf Registration Statement such information as the Initial Purchasers, such NoticeHolder, Designated Counsel, if any, or counsel for the Initial Purchasers shall havedetermined to be required to be included therein by applicable U.S. law and, if the Companydetermines pursuant hereto to give effect to such request, to make any required filings ofsuch Prospectus supplement or such post-effective amendment as promptly as practicable.(g) As promptly as practicable, furnish, upon request, to each Notice Holder,Designated Counsel, if any, the Initial Purchasers and counsel for the Initial Purchasers,without charge, at least one (1) conformed copy of each Shelf Registration Statement andeach amendment thereto, including financial statements but excluding schedules, alldocuments incorporated or deemed to be incorporated therein by reference and all exhibits(unless requested in writing to the Company by such Notice Holder, Designated Counsel, suchcounsel or the Initial Purchasers).(h) During the Effectiveness Period, deliver to each Notice Holder, Designated Counsel,if any, the Initial Purchasers and counsel for the Initial Purchasers, in connection withany sale of Registrable Securities pursuant to a Shelf Registration Statement, withoutcharge, as many copies of the Prospectus or Prospectuses relating to such RegistrableSecurities and any amendment or supplement thereto as such Notice Holder or the InitialPurchasers may reasonably request; and the Company hereby consents (except during suchperiods that a Suspension Notice is outstanding and has not been revoked) to the use of suchProspectus and each amendment or supplement thereto by each Notice Holder, in connectionwith any offering and sale of the Registrable Securities covered by such Prospectus or anyamendment or supplement thereto in the manner set forth therein.
 
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(i) Prior to any public offering of the Registrable Securities pursuant to a ShelfRegistration Statement, use its commercially reasonable efforts to register orqualify or cooperate with the Notice Holders in connection with the registration orqualification (or exemption from such registration or qualification) of such RegistrableSecurities for offer and sale under the securities or Blue Sky laws of such jurisdictionswithin the United States as any Notice Holder reasonably requests in writing (which requestmay be included in the Notice and Questionnaire); use its commercially reasonable efforts tokeep each such registration or qualification (or exemption therefrom) effective during theEffectiveness Period in connection with such Notice Holder’s offer and sale of RegistrableSecurities pursuant to such registration or qualification (or exemption therefrom) and doany and all other acts or things reasonably necessary or advisable to enable the dispositionin such jurisdictions of such Registrable Securities in the manner set forth in the relevantShelf Registration Statement and the related Prospectus; provided, however,that the Company will not be required to (i) qualify generally to do business in anyjurisdiction where it is not then so qualified or (ii) take any action that would subject itto general service of process in suits, other than those arising out of and limited solelyto the offering or sale of Registrable Securities, in any jurisdiction where it is not nowso subject or (iii) take any action that would subject it to material taxation in anyjurisdiction where it is not then so subject.(j) Upon: (A) the occurrence or existence of any pending or prospective corporatedevelopment (a “Material Event”) that, in the reasonable discretion of the Company,makes it appropriate to suspend the availability of any Shelf Registration Statement and therelated Prospectus; (B) the issuance by the SEC of a stop order suspending the effectivenessof any Shelf Registration Statement or the initiation of proceedings with respect to anyShelf Registration Statement under Section 8(d) or 8(e) of the Securities Act; or (C) theoccurrence of any event or the existence of any fact as a result of which any ShelfRegistration Statement shall contain any untrue statement of a material fact or omit tostate any material fact required to be stated therein or necessary to make the statementstherein not misleading, or any Prospectus shall contain any untrue statement of a materialfact or omit to state any material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading,(i) in the case of clause (A) or (C) above, subject to the next sentence, aspromptly as practicable, prepare and file, if necessary pursuant to the SecuritiesAct, a post-effective amendment to such Shelf Registration Statement or a supplementto such Prospectus or any document incorporated therein by reference or file anyother required document that would be incorporated by reference into such ShelfRegistration Statement and Prospectus so that such Shelf Registration Statement doesnot contain any untrue statement of a material fact or omit to state any materialfact required to be stated therein or necessary to make the statements therein notmisleading, and so that such Prospectus does not contain any untrue statement of amaterial fact or omit to state any material fact necessary in order to make thestatements therein, in the light of the circumstances under which they were made,not misleading, as thereafter delivered to the purchasers of the RegistrableSecurities being sold thereunder (it being understood that the Company may rely oninformation with respect to a Notice Holder provided by such Notice Holder to theCompany for use in such Prospectus, including, withoutlimitation, the Holder Information), and, in the case of a post-effectiveamendment to a Registration Statement, subject to the next sentence, use itscommercially reasonable efforts to cause it to become effective under the SecuritiesAct as promptly as practicable, and
 
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(ii) give notice to the Notice Holders, the Initial Purchasers, DesignatedCounsel, if any, and counsel for the Initial Purchasers that the availability of theShelf Registration Statement is suspended (a “Suspension Notice”) (and, uponreceipt of any Suspension Notice, each Notice Holder agrees not to sell anyRegistrable Securities pursuant to such Shelf Registration Statement until suchNotice Holder’s receipt of copies of the supplemented or amended Prospectus providedfor in clause (i) above or until such Notice Holder is advised in writing by theCompany that the Prospectus may be used).The Company will use its commercially reasonable efforts to ensure that the use of theProspectus may be resumed (x) in the case of clause (A) above, as soon as, in the reasonablediscretion of the Company, such suspension is no longer appropriate, (y) in the case ofclause (B) above, as promptly as is practicable, and (z) in the case of clause (C) above, assoon as, in the reasonable judgment of the Company, the Shelf Registration Statement doesnot contain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein not misleading andthe Prospectus does not contain any untrue statement of a material fact or omit to state anymaterial fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading. The period during which theavailability of the Shelf Registration Statement and any Prospectus may be suspended (the“Suspension Period”) without the Company incurring any obligation to pay additionalinterest pursuant to Section 2(e) shall not exceed forty five (45) days in the aggregate inany three (3) month period or ninety (90) days in the aggregate in any twelve (12) monthperiod; provided that, if the event triggering the Suspension Period relates to a proposedor pending material business transaction, the disclosure of which the board of directors ofthe Company determines in good faith would be reasonably likely to impede the ability toconsummate the transaction or would otherwise be materially detrimental to the Company andits subsidiaries taken as a whole, the Company may extend the Suspension Period from fortyfive (45) days to sixty (60) days in the aggregate in any three (3) month period or fromninety (90) days to one hundred and twenty (120) days in the aggregate in any twelve (12)month period.(k) Make available for inspection during normal business hours by representatives forthe Notice Holders (and any underwriters participating in any disposition pursuant to anyShelf Registration Statement to the extent permitted hereunder) and any broker-dealers,attorneys and accountants retained by such Notice Holders (or any such underwriters, ifapplicable), all relevant financial and other records and pertinent corporate documents andproperties of the Company and its subsidiaries, and cause the appropriate officers,directors and employees of the Company and its subsidiaries to make available for inspectionduring normal business hours all relevant information reasonably requested by suchrepresentatives for the Notice Holders, or
 
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any such underwriters, broker-dealers, attorneysor accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations;provided, however, that such persons shall first agree in writing with theCompany that such person will not engage in any transaction involving Company securities inviolation of applicable law (including without limitation federal securities lawsprohibiting trading on the basis of material non-public information) and that anyinformation that is confidential at the time of delivery of such information shall be keptconfidential by such persons and shall be used solely for the purposes of exercising rightsunder this Agreement, unless (i) disclosure of such information is required by court oradministrative order or is necessary to respond to inquiries of governmental or regulatoryauthorities, (ii) disclosure of such information is required by law (including anydisclosure requirements pursuant to federal securities laws in connection with the filing ofany Shelf Registration Statement or the use of any Prospectus referred to in this Agreement)or necessary to defend or prosecute a claim brought against or by any such persons (*e.g.*, toestablish a “due diligence” defense), (iii) such information becomes generally available tothe public other than as a result of a disclosure or failure to safeguard by any such personor (iv) such information becomes available to any such person from a source other than theCompany and such source is not bound by a confidentiality agreement or is not otherwiseunder a duty of trust to the Company; providedfurther, that the foregoinginspection and information gathering shall, to the greatest extent possible, be coordinatedon behalf of all the Notice Holders and the other parties entitled thereto by DesignatedCounsel.(l) Comply with all applicable rules and regulations of the SEC to the extent and solong as they are applicable to any Shelf Registration Statement; and make generallyavailable to its securityholders earnings statements covering a period of twelve (12) months(which need not be audited) satisfying the provisions of Section 11(a) of the Securities Actand Rule 158 thereunder (or any similar rule promulgated under the Securities Act).(m) If electronic global certificates for the Registrable Securities are not thenavailable, cooperate with each Notice Holder to facilitate the timely preparation anddelivery of certificates representing Registrable Securities sold pursuant to a ShelfRegistration Statement, which certificates shall not bear any restrictive legends, and causesuch Registrable Securities to be in such denominations as are permitted by the Indentureand registered in such names as such Notice Holder may request in writing at least two (2)Business Days prior to any sale of such Registrable Securities.(n) Provide a CUSIP number for all Registrable Securities covered by a ShelfRegistration Statement not later than the effective date of the Initial Shelf RegistrationStatement and provide the Trustee and the Depository with certificates for the RegistrableSecurities that are in a form eligible for deposit with The Depository Trust Company.(o) Cooperate and assist in any filings required to be made with the Financial IndustryRegulatory Authority.(p) Upon the filing of the Initial Shelf Registration Statement, and upon theeffectiveness under the Securities Act of the Initial Shelf Registration Statement,announce the same, in each case by release through a reputable national newswireservice in the United States.
 
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(q) Except as otherwise provided herein, take all actions as are necessary, orreasonably requested by the Holders of a majority of the Registrable Securities being sold,in order to expedite or facilitate disposition of the Registrable Securities.(r) Cause the Indenture to be qualified under the TIA not later than the effective dateof the Initial Shelf Registration Statement; and, in connection therewith, cooperate withthe Trustee to effect such changes to the Indenture as may be required for the Indenture tobe so qualified in accordance with the terms of the TIA and execute, and use itscommercially reasonable efforts to cause the Trustee to execute, all documents as may berequired to effect such changes, and all other forms and documents required to be filed withthe SEC to enable the Indenture to be so qualified in a timely manner.(s) Use its commercially reasonable efforts to cause the Underlying ADSs to be listedon the Nasdaq Global Market.4. Holder’s Obligations. Each Holder agrees, by acquisition of the RegistrableSecurities, that no Holder of Registrable Securities shall be entitled to sell any of suchRegistrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectusrelating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire asrequired pursuant to Section 2(d) hereof (including the information required to be included in suchNotice and Questionnaire) and the information set forth in the next sentence. Each Notice Holderagrees promptly to furnish to the Company all information required to be disclosed in order to makethe information previously furnished to the Company by such Notice Holder not misleading and anyother information regarding such Notice Holder and the distribution of such Registrable Securitiesas the Company may from time to time reasonably request. Any sale of any Registrable Securities byany Holder shall constitute a representation and warranty by such Holder that, as of the time ofsuch sale, the Holder Information of such Holder furnished in writing by or on behalf of suchHolder to the Company does not include an untrue statement of a material fact or omit to state amaterial fact necessary in order to make the statements in such Holder Information, in the light ofthe circumstances under which they were made, not misleading. Each Holder agrees to keepconfidential the receipt of any Suspension Notice and the contents thereof, except as requiredpursuant to applicable law.5. Registration Expenses. The Company shall bear all fees and expenses incurred inconnection with the performance by the Company of its obligations under Section 2 and Section 3 ofthis Agreement whether or not any of the Shelf Registration Statements are filed or declaredeffective under the Securities Act. Such fees and expenses (“Registration Expenses”) shallinclude, without limitation, (i) all registration and filing fees and expenses (including, withoutlimitation, fees and expenses (x) with respect to filings required to be made with the NationalAssociation of Securities Dealers, Inc. and (y) of compliance with federal securities laws andstate securities or Blue Sky laws (including, without limitation, reasonable fees and disbursementsof Designated Counsel, if any, in connection with Blue Sky qualifications of the RegistrableSecurities under the laws of such jurisdictions), (ii) all printing expenses
 
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(including, without limitation, expenses of printing certificates for Registrable Securities in a formeligible for deposit with The Depository Trust Company and printing Prospectuses), (iii) allduplication and mailing expenses relating to copies of any Shelf Registration Statement orProspectus delivered to any Holders hereunder, (iv) all fees and disbursements of counsel for theCompany, (v) all fees and disbursements of Designated Counsel, the selection of which shall bereasonably agreed by the Company, (v) all fees and disbursements of the Trustee and its counsel andof the registrar and transfer agent for the Ordinary Shares, and (vi) Securities Act liabilityinsurance obtained by the Company in its sole discretion. In addition, the Company shall pay theinternal expenses of the Company (including, without limitation, all salaries and expenses ofofficers and employees performing legal or accounting duties), the expense of any annual audit orquarterly review, the fees and expenses incurred in connection with the listing by the Company ofthe Registrable Securities on any securities exchange or quotation system on which similarsecurities of the Company are then listed and the fees and expenses of any person, including,without limitation, special experts, retained by the Company. If the Company shall, pursuant toRule 456(b), defer payment of any registration fees due under the Securities Act with respect toany Registration Statement, the Company agrees that it shall pay the fees applicable to suchRegistration Statement within the time required by Rule 456(b)(1)(i) (without reliance on theproviso to Rule 456(b)(1)(i)) and in compliance with Rule 456(b) and Rule 457(r). Except asprovided above, each Holder shall pay all brokerage fees and commissions incurred by it, alltransfer taxes incurred by it, the fees and expenses of any advisors the Holder engages and allsimilar fees and costs incurred by such Holder relating to such Holder’s disposition of RegistrableSecurities.6. Indemnification, Contribution.(a) The Company agrees to indemnify, defend and hold harmless each Initial Purchaser,each Holder, each person (a “Controlling Person”), if any, who controls any InitialPurchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 ofthe Exchange Act and the respective officers, directors, partners, employees,representatives and agents of any Initial Purchaser, the Holders or any Controlling Person(each, an “Indemnified Party”), from and against any loss, damage, expense,liability, claim or any actions in respect thereof (including the reasonable cost ofinvestigation) which such Indemnified Party may incur or become subject to under theSecurities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense,liability, claim or action arises out of or is based upon any untrue statement or allegeduntrue statement of a material fact contained in any Registration Statement, Prospectus orIssuer Free Writing Prospectus, including any document incorporated by reference therein, orin any amendment or supplement thereto or in any preliminary prospectus, or arises out of oris based upon any omission or alleged omission to state a material fact required to bestated in any Registration Statement or in any amendment or supplement thereto or necessaryto make the statements therein not misleading, or arises out of or is based upon anyomission or alleged omission to state a material fact necessary in order to make thestatements made in any Prospectus, Issuer Free Writing Prospectus or in any amendment orsupplement thereto or in any preliminary prospectus, in the light of the circumstances underwhich such statements were made, not misleading, and the Company shall reimburse, asincurred, the Indemnified Parties for any legal or other expenses reasonably incurred bythem in connection with investigating or defending
 
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any such loss, damage, expense, liability, claim or action in respect thereof; provided,however, that the Company shall not be required to provide any indemnificationpursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense,liability, claim or action arises out of or is based upon any untrue statement or omissionor alleged untrue statement or omission of a material fact contained in, or omitted from,and in conformity with information furnished in writing by or on behalf of an InitialPurchaser or a Holder to the Company expressly for use in, any Registration Statement,Prospectus or Issuer Free Writing Prospectus, including, without limitation, informationprovided to the Company by such Holder in a Notice and Questionnaire; providedfurther, however, that this indemnity agreement will be in addition to anyliability which the Company may otherwise have to such Indemnified Party; providedfurther, however, that no Initial Purchaser or Holder shall be entitled tothis indemnity to the extent, and only to the extent, such loss, damage, expense, liability,claim or action arises out of a disposition, pursuant to a Registration Statement, ofRegistrable Securities by such Initial Purchaser or Holder, as the case may be, during aSuspension Period, provided such Initial Purchaser or Holder, as the case may be, received,prior to such disposition, a Suspension Notice with respect to such Suspension Period.(b) Each Holder, severally and not jointly, agrees to indemnify, defend and holdharmless the Company, its directors, officers, employees, representatives and agents and anyperson who controls the Company within the meaning of Section 15 of the Securities Act orSection 20 of the Exchange Act (each, a “Company Indemnified Party”) from andagainst any loss, damage, expense, liability, claim or any actions in respect thereof(including the reasonable cost of investigation) which such Company Indemnified Party mayincur or become subject to under the Securities Act, the Exchange Act or otherwise, insofaras such loss, damage, expense, liability, claim or action arises out of or is based upon (A)any untrue statement or alleged untrue statement of a material fact contained in, and inconformity with information (the “Holder Information”) furnished in writing by or onbehalf of such Holder to the Company expressly for use in, any Registration Statement orProspectus, or arises out of or is based upon any omission or alleged omission to state amaterial fact in connection with such Holder Information, which material fact was notcontained in such Holder Information, and which material fact was either required to bestated in any Registration Statement or Prospectus, or any amendment or supplement thereto,or necessary to make such Holder Information not misleading; (B) a sale, by such Holder,pursuant to a Registration Statement, of Registrable Securities during a Suspension Period,provided that the Company shall have theretofore provided such Holder with a SuspensionNotice with respect to such Suspension Period; or (C) a public sale of RegistrableSecurities by such Holder without delivery, if required by the Securities Act, of the mostrecent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(h)or Section 2(d)(i)(C); and, subject to the limitation set forth in the immediately precedingclause, each Holder shall reimburse, as incurred, the Company for any legal or otherexpenses reasonably incurred by the Company or any such controlling person in connectionwith investigating or defending any loss, damage, expense, liability, claim or action inrespect thereof. This indemnity agreement will be in addition to any liability which suchHolder may otherwise have to the Company or any of its controlling persons. In no eventshall the liability of any selling Holder of Registrable Securities hereunder be greater inamountthan the dollar amount of the proceeds received by such Holder upon the sale, pursuantto the Registration Statement, of the Registrable Securities giving rise to suchindemnification obligation.
 
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(c) If any action, suit or proceeding (each, a “Proceeding”) is brought againstany person in respect of which indemnity may be sought pursuant to either Section 6(a) orSection 6(b), such person (the “Indemnified Party”) shall promptly notify the personagainst whom such indemnity may be sought (the “Indemnifying Party”) in writing ofthe institution of such Proceeding and the Indemnifying Party shall assume the defense ofsuch Proceeding, including the employment of counsel reasonably satisfactory to theIndemnified Party and payment of all fees and expense; provided, however,that the omission to so notify such Indemnifying Party shall not relieve such IndemnifyingParty from any liability which it may have to such Indemnified Party or otherwise. SuchIndemnified Party shall have the right to employ its own counsel in any such case, but thefees and expenses of such counsel shall be at the expense of such Indemnified Party unlessthe employment of such counsel shall have been authorized in writing by such IndemnifyingParty in connection with the defense of such Proceeding or such Indemnifying Party shall nothave, within a reasonable period of time in light of the circumstances, employed counsel todefend such Proceeding or such Indemnified Party shall have reasonably concluded that theremay be one or more defenses available to it that are different from, additional to or inconflict with those available to such Indemnifying Party (in which case such IndemnifyingParty shall not have the right to direct the defense of such Proceeding on behalf of theIndemnified Party, in any of which events such fees and expenses shall be borne by suchIndemnifying Party and paid as incurred (it being understood, however, that suchIndemnifying Party shall not be liable for the expenses of more than one separate counsel inany one Proceeding or series of related Proceedings together with reasonably necessary localcounsel representing the Indemnified Parties who are parties to such action). AnIndemnifying Party shall not be liable for any settlement of such Proceeding effectedwithout the written consent of such Indemnifying Party, but if settled with the writtenconsent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and holdharmless an Indemnified Party from and against any loss or liability by reason of suchsettlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Partyshall have requested an Indemnifying Party to reimburse such Indemnified Party for fees andexpenses of counsel as contemplated by the second sentence of this paragraph, then suchIndemnifying Party agrees that it shall be liable for any settlement of any Proceedingeffected without its written consent if (i) such settlement is entered into more than sixty(60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii)such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordancewith such request prior to the date of such settlement and (iii) such Indemnified Partyshall have given such Indemnifying Party at least thirty (30) days’ prior notice of itsintention to settle. No Indemnifying Party shall, without the prior written consent of anyIndemnified Party, effect any settlement of any pending or threatened Proceeding in respectof which such Indemnified Party is or could have been a party and indemnity could have beensought hereunder by such Indemnified Party, unless such settlement includes an unconditionalrelease of such Indemnified Party from all liability on claims that are thesubject matter of such Proceeding and does not include an admission of fault orculpability or a failure to act by or on behalf of such Indemnified Party.
 
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(d) If the indemnification provided for in this Section 6 is unavailable to anIndemnified Party under Section 6(a) or Section 6(b), or insufficient to hold suchIndemnified Party harmless, in respect of any losses, damages, expenses, liabilities, claimsor actions referred to therein, then each applicable Indemnifying Party, in lieu ofindemnifying such Indemnified Party, shall contribute to the amount paid or payable by suchIndemnified Party as a result of such losses, damages, expenses, liabilities, claims oractions (i) in such proportion as is appropriate to reflect the relative benefits receivedby the Company, on the one hand, and by the Holders or the Initial Purchasers, on the otherhand, from the offering of the Registrable Securities or (ii) if the allocation provided byclause (i) above is not permitted by applicable law, in such proportion as is appropriate toreflect not only the relative benefits referred to in clause (i) above but also the relativefault of the Company, on the one hand, and of the Holders or the Initial Purchasers, on theother hand, in connection with the statements or omissions which resulted in such losses,damages, expenses, liabilities, claims or actions, as well as any other relevant equitableconsiderations. The relative fault of the Company, on the one hand, and of the Holders orthe Initial Purchasers, on the other hand, shall be determined by reference to, among otherthings, whether the untrue statement or alleged untrue statement of a material fact oromission or alleged omission relates to information supplied by the Company or by theHolders or the Initial Purchasers and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission. The amountpaid or payable by a party as a result of the losses, damages, expenses, liabilities, claimsand actions referred to above shall be deemed to include any legal or other fees or expensesreasonably incurred by such party in connection with investigating or defending anyProceeding.(e) The Company, the Holders and the Initial Purchasers agree that it would not be justand equitable if contribution pursuant to this Section 6 were determined by pro rataallocation or by any other method of allocation which does not take account of the equitableconsiderations referred to in Section 6(d) above. Notwithstanding the provisions of thisSection 6, no Holder shall be required to contribute any amount in excess of the amount bywhich the total price at which the Registrable Securities giving rise to such contributionobligation and sold by such Holder were offered to the public exceeds the amount of anydamages which it has otherwise been required to pay by reason of such untrue or allegeduntrue statement or omission or alleged omission. No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled to contribution from any person who was not guilty of such fraudulentmisrepresentation. The Holders’ respective obligations to contribute pursuant to thisSection 6 are several in proportion to the respective amount of Registrable Securities theyhave sold pursuant to a Registration Statement, and not joint. The remedies provided for inthis Section 6 are not exclusive and shall not limit any rights or remedies which mayotherwise be available to any indemnified party at law or in equity.
 
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(f) The indemnity and contribution provisions contained in this Section 6 shall remainoperative and in full force and effect regardless of (i) any termination of this Agreement,(ii) any investigation made by or on behalf of any Holder or the Initial Purchasers or anyperson controlling any Holder or Initial Purchaser, or the Company, or the Company’sofficers or directors or any person controlling the Company and (iii) the sale of anyRegistrable Security by any Holder.7. Information Requirements.(a) The Company covenants that, if at any time before the end of the EffectivenessPeriod it is not subject to the reporting requirements of the Exchange Act, it willcooperate with any Holder of Registrable Securities and take such further action as anyHolder of Registrable Securities may reasonably request in writing (including, withoutlimitation, making such representations as any such Holder may reasonably request), all tothe extent required from time to time to enable such Holder to sell Registrable Securitieswithout registration under the Securities Act within the limitations of the exemptionsprovided by Rule 144, Rule 144A or Regulation S under the Securities Act and customarilytaken in connection with sales pursuant to such exemptions. Upon the written request of anyHolder, the Company shall deliver to such Holder a written statement as to whether theCompany has duly filed all reports required to be filed by it under Section 13 or 15(d) ofthe Exchange Act during the preceding twelve (12) months, unless such a statement has beenincluded in the Company’s most recent report filed with the SEC pursuant to Section 13 orSection 15(d) of the Exchange Act.(b) During the Effectiveness Period, the Company shall use its commercially reasonableefforts to comply with all requirements set forth in the instructions to Form F-3 in orderto allow the Company to be eligible to file registration statements on Form F-3. TheCompany shall use its commercially reasonable efforts to remain eligible, pursuant to Rule430B(b), to omit, from the prospectus that is filed as part of a Shelf RegistrationStatement, the identities of selling securityholders and amounts of securities to beregistered on their behalf.8. Underwritten Registrations.Notwithstanding anything herein to the contrary, in no event shall Registrable Securities beoffered and sold pursuant hereto through a Shelf Registration Statement pursuant to an underwrittenoffering without the prior written agreement of the Company. No person may participate in anyunderwritten registration hereunder unless such person (i) agrees to sell such person’s RegistrableSecurities on the basis reasonably provided in any underwriting arrangements approved by theCompany and (ii) completes and executes all questionnaires, powers of attorney, indemnities,underwriting agreements and other documents reasonably required under the terms of suchunderwriting arrangements. The Holders participating in any underwritten offering shall beresponsible for any underwriting discounts and commissions and fees and, subject to Section 5hereof, expenses of their own counsel. The Company shall pay all expenses customarily borne byissuers in an underwritten offering, including but not limited to filing fees, the fees anddisbursements of its counsel and independent public accountants and any printing expenses incurredin connection with such underwritten offering.
 
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9. Miscellaneous.(a) Remedies. The Company acknowledges and agrees that any failure by theCompany to comply with its obligations under this Agreement may result in materialirreparable injury to the Initial Purchasers and the Holders for which there is no adequateremedy at law, that it will not be possible to measure damages for such injuries preciselyand that, in the event of any such failure, any Initial Purchaser or Holder may obtain suchrelief as may be required to specifically enforce the Company’s obligations under thisAgreement. The Company further agrees to waive the defense in any action for specificperformance that a remedy at law would be adequate. Notwithstanding the foregoing twosentences, this Section 9(a) shall not apply to the subject matter referred to in andcontemplated by Section 2(e).(b) No Conflicting Agreements. The Company is not, as of the date hereof, aparty to, nor shall it, on or after the date of this Agreement, enter into, any agreementwith respect to the Company’s securities that conflicts with the rights granted to theHolders in this Agreement. The Company represents and warrants that the rights granted tothe Holders hereunder are not in conflict with the rights granted to the holders of theCompany’s securities under any other agreements. The Company represents and covenants thatit has not granted, and shall not during the Effectiveness Period grant, to any of itssecurityholders (other than the Holders in such capacity) the right to include any of theCompany’s securities in any Shelf Registration Statement filed pursuant to this Agreement.(c) Amendments and Waivers. The provisions of this Agreement, including theprovisions of this sentence, may not be amended, modified or supplemented, and waivers orconsents to departures from the provisions hereof may not be given, unless the Company hasobtained the written consent of Holders of a majority of outstanding Registrable Securities;provided, however, that, no consent is necessary from any of the Holders inthe event that this Agreement is amended, modified or supplemented for the purpose of curingany ambiguity, defect or inconsistency that does not adversely affect the rights of anyHolders. Notwithstanding the foregoing, a waiver or consent to depart from the provisionshereof with respect to a matter that relates exclusively to the rights of Holders ofRegistrable Securities whose securities are being sold pursuant to a Shelf RegistrationStatement and that does not directly or indirectly affect the rights of other Holders ofRegistrable Securities may be given by Holders of at least a majority of the RegistrableSecurities being sold by such Holders pursuant to such Shelf Registration Statement;provided, however, that the provisions of this sentence may not be amended,modified, or supplemented except in accordance with the provisions of the immediatelypreceding sentence. Each Holder of Registrable Securities outstanding at the time of anysuch amendment, modification, supplement, waiver or consent or thereafter shall be bound byany such amendment, modification, supplement, waiver or consent effected pursuant to thisSection 9(c), whether or not any notice, writing or marking indicating such amendment,modification, supplement, waiver or consent appears on the Registrable Securities or isdelivered to such Holder.
 
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(d) Notices. All notices and other communications provided for or permittedhereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeingovernight delivery or by first-class mail, return receipt requested, and shall be deemedgiven (A) when made, if made by hand delivery, (B) upon confirmation, if made by telecopier,(C) one (1) Business Day after being deposited with such courier, if made by overnightcourier or (D) on the date indicated on the notice of receipt, if made by first-class mail,to the parties as follows:(i) if to a Holder, at the most current address given by such Holder to theCompany in a Notice and Questionnaire or any amendment thereto;(ii) if to the Company, to:Home Inns & Hotels Management Inc.No. 124 Caobao RoadXuhui District, Shanghai 200235People’s Republic of ChinaAttention: Chief Financial Officer