“**Form F-3**” shall mean any such form under the Securities Act being in effect on thedate hereof or any successor registration form under the Securities Act subsequentlyadopted by the Securities and Exchange Commission of the United States of America(the “**Commission**”). Such form permits the inclusion or incorporation of substantialinformation by reference to other documents filed by the Company with theCommission.**2.** **Demand Registration** (a) Request by Holders    Subject to Section 9 of this Agreement, if the Company shall receive a writtenrequest from the Holders possessing collectively at least twenty-five percent (25%)of the Outstanding Registrable Securities that the Company file a registrationstatement under the Securities Act covering the registration of RegistrableSecurities pursuant to this Section 2, then the Company shall, within ten (10)Business Days of the receipt of such written request, give written notice of suchrequest (“**Request Notice**”) to all the Holders, and use its best efforts to effect,as soon as practicable, but in any event no later than sixty (60) days after receiptof the Request Notice, the registration under the Securities Act of all RegistrableSecurities that the Holders request to be registered in such registration byproviding written notice to the Company within twenty (20) days after receipt of theRequest Notice, subject only to the limitations set forth in this Section 2.  (b) Underwriting    If the Holders initiating the registration request under this Section 2 (“**InitiatingHolders**”) intend to distribute the Registrable Securities covered by their requestby means of an underwriting, then they shall so advise the Company as a part oftheir request made pursuant to this Section 2 and the Company shall include suchinformation in the written notice referred to in Clause 2(a). In such an event, theright of any Holder to include his Registrable Securities in such registration shallbe conditional upon such Holder’s participation in such underwriting and theinclusion of such Holder’s Registrable Securities in the underwriting (unlessotherwise mutually agreed by a majority in interest of the Initiating Holders andsuch Holder) to the extent provided herein. All the Holders proposing to distributetheir Registrable Securities through such underwriting shall enter into anunderwriting agreement in customary form with the managing underwriter orunderwriters selected for such underwriting by the Holders of a majority of theRegistrable Securities being registered and reasonably acceptable to the Company.Notwithstanding any other provision of this Section 2, if the underwriter(s)advise(s) the Company in writing that marketing factors require a limitation of thenumber of securities to be underwritten, then the Company shall so advise all theHolders of Registrable Securities which would otherwise be registered andunderwritten pursuant hereto, and the number of Registrable Securities that may beincluded in the underwriting shall be reduced as required by the underwriter(s) andallocated among the Holders of Registrable Securities on a pro rata basis accordingto the number of the Outstanding Registrable Securities held by each Holderrequesting registration (including the Initiating Holders); provided,however, that in all public offering of securities, the right of theunderwriter(s) to exclude shares (including Registrable Securities) from theregistration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person,including, without limitation, any person who is an employee, officer or director ofthe Company (or any subsidiary of the Company) shall first be excluded from suchregistration and underwriting before any Registrable Securities are so excluded. Ifany Holder disapproves of the terms of any such underwriting, such Holder may electto withdraw therefrom by written notice to the Company and the underwriter(s), whichnotice shall be delivered at least ten (10) Business Days prior to the effectivedate of the registration statement. Any Registrable Securities excluded or withdrawnfrom such underwriting shall be excluded and withdrawn from the registration.  (c) Maximum Number of Demand Registrations    The Company shall be obligated to effect only three (3) such registrations pursuantto this Section 2; provided, that a registration requested pursuant to thisSection 2 shall not be
 
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   deemed to have been effected for purposes of this Section 2(c) unless (i) it hasbeen declared effective by the Commission, (ii) it has remained effective for theperiod set forth in Section 5(a) and (iii) the offering of Registrable Securitiespursuant to such registration is not subject to any stop order, injunction or otherorder or requirement of the Commission (other than any such stop order, injunction,or other requirement of the Commission prompted by act or omission of the Holders ofRegistrable Securities).  (d) Deferral    Notwithstanding the foregoing, if the Company furnishes to the Holder or Holdersinitiating a registration request under this Section 2 a certificate signed by adirector of the Company stating that in the good faith judgment of the Board, itwould be materially detrimental to the Company and its shareholders for suchregistration statement to be filed, then the Company shall have the right to defersuch filing for a period of not more than ninety (90) days after receipt of therequest of the Initiating Holders; provided, however, that theCompany may not utilize this right more than once in any twelve (12) month period.  (e) Expenses    All expenses incurred in connection with any registration, pursuant to this Section2, including without limitation all federal and “blue sky” registration, filing andqualification fees, printer’s and accounting fees, and fees and disbursements ofcounsel for the Company and the Initiating Holders, shall be borne by the Company.Each Holder participating in a registration pursuant to this Section 2 shall bearsuch Holder’s proportionate share (based on the total number of shares sold in suchregistration other than for the account of the Company) of all discounts,commissions or other amounts payable to underwriters or brokers in connection withsuch offering by the Holders. Notwithstanding the foregoing, the Company shall notbe required to pay for any expenses of any registration proceeding begun pursuant tothis Section 2 if the registration request is subsequently withdrawn at the requestof the Holders of a majority of the Registrable Securities to be registered, unlessthe Holders of a majority of the Outstanding Registrable Securities agree that suchregistration constitutes the use by the Holders of one (1) demand registrationpursuant to Section 2 (in which case such registration shall also constitute the useby all Holders of Registrable Securities of one (1) such demand registration);provided, further, however, that if at the time of suchwithdrawal, the Holders have learned of a material adverse change in the condition,business, or prospects of the Company not known to the Holders at the time of theirrequest for such registration and have withdrawn their request for registration withreasonable promptness after learning of such material adverse change, then theHolders shall not be required to pay any of such expenses and such registrationshall not constitute the use of a demand registration pursuant to this Section 2.**3.** **Piggyback Registrations**Subject to Section 9 of this Agreement, the Company shall notify all the Holders ofRegistrable Securities in writing at least thirty (30) days prior to filing any registrationstatement under the Securities Act for purposes of effecting a public offering of securities of theCompany and will afford each such Holder an opportunity to include in such registration statementall or any part of the Registrable Securities then held by such Holder. Each Holder desiring toinclude in any such registration statement all or any part of the Registrable Securities held bysuch Holder shall within twenty (20) days after receipt of the above-described notice from theCompany, so notify the Company in writing, and in such notice shall inform the Company of thenumber of Registrable Securities such Holder wishes to include in such registration statement. If aHolder decides not to include all of its Registrable Securities in any registration statementthereafter filed by the Company, such Holder shall nevertheless continue to have the right toinclude any Registrable Securities in any subsequent registration statement or registrationstatements as may be filed by the Company with respect to offerings of its securities, all upon theterms and conditions set forth herein. (a) Underwriting    If a registration statement under which the Company gives notice under this Section3 is for an underwritten offering, then the Company shall so advise the Holders. Insuch event, the right of any such Holder’s Registrable Securities to be included ina registration pursuant to this
 
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   Section 3 shall be conditional upon such Holder’s participation in such underwritingand the inclusion of such Holder’s Registrable Securities in the underwriting to theextent provided herein. All the Holders proposing to distribute their RegistrableSecurities through such underwriting shall enter into an underwriting agreement incustomary form with the managing underwriter or underwriters selected for suchunderwriting. Notwithstanding any other provision of this Agreement, if the managingunderwriter(s) determine(s) in good faith that marketing factors require alimitation of the number of shares to be underwritten, then the managingunderwriter(s) may exclude shares from the registration and the underwriting, andthe number of shares that may be included in the registration and the underwritingshall be allocated, first to the Company, and second, to each of theHolders requesting inclusion of their Registrable Securities in such registrationstatement on a pro rata basis based on the total number of Registrable Securitiesthen held by each such Holder; provided, however, that the right ofthe underwriter(s) to exclude shares (including Registrable Securities) from theregistration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person,including, without limitation, any person who is an employee, officer or director ofthe Company (or any subsidiary of the Company) shall first be excluded from suchregistration and underwriting before any Registrable Securities are so excluded. Ifany Holder disapproves of the terms of any such underwriting, such Holder may electto withdraw therefrom by written notice to the Company and the underwriter(s),delivered at least ten (10) Business Days prior to the effective date of theregistration statement. Any Registrable Securities excluded or withdrawn from suchunderwriting shall be excluded and withdrawn from the registration.  (b) Expenses    All expenses incurred in connection with a registration pursuant to this Section 3(excluding underwriters’ and brokers’ discounts and commissions relating to sharessold by the Holders), including, without limitation all federal and “blue sky”registration, filing and qualification fees, printer’s and accounting fees, and feesand disbursements of counsel for the Company, shall be borne by the Company.  (c) Not Demand Registration    Registration pursuant to this Section 3 shall not be deemed to be a demandregistration as described in Section 2 above. Except as otherwise provided herein,there shall be no limit on the number of times the Holders may request registrationof Registrable Securities under this Section 3.**4.** **Form F-3 Registration** 4.1 Subject to Section 9 of this Agreement, in case the Company shall, at any time after it hasbecome eligible to use Form F-3, receive from any Holder or Holders of 25% of all theOutstanding Registrable Securities a written request or requests that the Company effect aregistration on Form F-3 and any related qualification or compliance with respect to all or apart of the Registrable Securities owned by such Holder or Holders, then the Company will: (a) Notice    promptly give written notice of the proposed registration and the Holder’s orHolders’ request therefor, and any related qualification or compliance, to all otherHolders of Registrable Securities; and  (b) Registration    as soon as practicable, but in any event no later than sixty (60) days after receiptof the Request Notice, effect such registration and all such qualifications andcompliances as may be so requested and as would permit or facilitate the sale anddistribution of all or such portion of such Holders or Holders’ RegistrableSecurities as are specified in such request, together with all or such portion ofthe Registrable Securities of any other Holder or Holders joining in such
 
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request as are specified in a written request given within twenty (20) days afterthe Company provides the notice contemplated by paragraph (a) of this Section 4.1.4.2 Expenses   The Company shall pay all expenses incurred in connection with each registration requestedpursuant to this Section 4 (excluding underwriters’ or brokers’ discounts and commissionsrelating to shares sold by the Holders), including without limitation federal and “blue sky”registration, filing and qualification fees, printer’s and accounting fees, and fees anddisbursements of counsel for the Company and the Holders. 4.3 Deferral   Notwithstanding the foregoing, if the Holder or Holders of 25% of all the OutstandingRegistrable Securities request the filing of a registration statement pursuant to thisSection 4 and the Company furnishes to such Holder or Holders a certificate signed by adirector of the Company stating that in the good faith judgment of the Board, it would bematerially detrimental to the Company and its shareholders for such registration statementto be filed, then the Company shall have the right to defer such filing for a period of notmore than ninety (90) days after receipt of the request of the initiating Holders;provided, however, that the Company may not utilize this right more thanonce in any twelve (12) month period. 4.4 Not Demand Registration   Form F-3 registrations pursuant to this Section 4 shall not be deemed to be demandregistrations as described in Section 2 above. Except as otherwise provided herein, thereshall be no limit on the number of times the Holder or Holders may request registration ofRegistrable Securities under this Section 4. **5.** **Obligations of the Company**Whenever required to effect the registration of any Registrable Securities under thisAgreement, the Company shall, as expeditiously as reasonably possible: (a) Registration Statement    prepare and file with the Commission a registration statement with respect to suchRegistrable Securities and use its best efforts to cause such registration statementto become effective and remain effective for a period of time required for thedisposition of such Registrable Securities by the Holders thereof, provided,however, that the Company shall not be required to keep any suchregistration statement effective for more than ninety (90) days or in the case ofregistration on Form F-3, a period of two (2) years;  (b) Amendments and Supplements    prepare and file with the Commission such amendments and supplements to suchregistration statement and the prospectus used in connection with such registrationstatement as may be necessary to comply with the provisions of the Securities Actwith respect to the disposition of all securities covered by such registrationstatement;  (c) Prospectuses    furnish to the Holders such number of conformed copies of the applicableregistration statement and each such amendment and supplement thereto (including ineach case all exhibits), and copies of a prospectus, including a preliminaryprospectus, in conformity with the requirements of the Securities Act, and suchother documents as they may reasonably request in order to facilitate thedisposition of the Registrable Securities owned by them that are included in suchregistration;  (d) Blue Sky
 
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   use its best efforts to register and qualify the securities covered by suchregistration statement under such other securities or Blue Sky laws of suchjurisdictions as shall be reasonably requested by the Holders, provided that theCompany shall not be required in connection therewith or as a condition thereto toqualify to do business or to file a general consent to service of process in anysuch states or jurisdictions;  (e) Underwriting    in the event of any underwritten public offering, enter into and perform itsobligations under an underwriting agreement in usual and customary form, with themanaging underwriter(s) of such offering. Each Holder participating in suchunderwriting shall also enter into and perform its obligations under such anagreement;  (f) Notification    notify each Holder of Registrable Securities covered by such registration statementat any time (i) when a prospectus relating thereto is required to be delivered underthe Securities Act of the happening of any event as a result of which the prospectusincluded in such registration statement, as then in effect, includes an untruestatement of a material fact or omits to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in the light ofthe circumstances then existing, (ii) of the issuance by the Commission of any stoporder suspending the effectiveness of such registration statement or the initiationof any proceedings for that purpose, (iii) of the receipt by the Company or itslegal counsel of any notification with respect to the suspension of thequalification of the Ordinary Shares for sale in any jurisdiction or the initiationor threatening of any proceeding for such purpose, and (iv) of any request by theCommission for amendments or supplements to such Registration Statement or theprospectus included therein or for additional information;  (g) Post-Effective Amendments    upon the occurrence of any event contemplated by Section 5(f)(i) above, promptlyprepare a post-effective amendment to such registration statement or a supplement tothe related prospectus or file any other required document so that, as thereafterdelivered to the Holders, the prospectus will not contain an untrue statement of amaterial fact or omit to state any material fact necessary to make the statementstherein, in light of the circumstances under which they were made, not misleading.If the Company notifies the Holders in accordance with Section 5(f)(i) above tosuspend the use of the prospectus until the requisite changes to the prospectus havebeen made, then the Holders shall suspend use of such prospectus and use theirreasonable efforts to return to the Company all copies of such prospectus (at theCompany’s expense) other than permanent file copies then in such Holder’spossession, and the period of effectiveness of such registration statement providedfor above shall be extended by the number of days from and including the date of thegiving of such notice to the date Holders shall have received such amended orsupplemented prospectus pursuant to this Section 5(g);  (h) Opinion and Comfort Letter    furnish, at the request of any Holder requesting registration of RegistrableSecurities, on the date that such Registrable Securities are delivered to theunderwriters for sale, if such securities are being sold through underwriters, or,if such securities are not being sold through underwriters, on the date that theregistration statement with respect to such securities becomes effective, (i) anopinion, dated as of such date, of the counsel representing the Company for thepurposes of such registration, in form and substance as is customarily given tounderwriters in an underwritten public offering and reasonably satisfactory to amajority in interest of the Holders requesting registration, addressed to theunderwriters, if any, and to the Holders requesting registration of RegistrableSecurities and (ii) a “comfort” letter dated as of such date, from the independentauditors of the Company, in form and substance as is customarily given byindependent auditors to underwriters in an underwritten public offering andreasonably satisfactory to a majority in interest of the Holders requestingregistration,
 
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   addressed to the underwriters, if any, and to the Holders requesting registration ofRegistrable Securities;  (i) Compliance with Securities Law    otherwise use its reasonable efforts to comply with all applicable rules andregulations of the Commission, and make earnings statements satisfying theprovisions of Section 11(a) of the Securities Act generally available to the Holdersno later than 45 days after the end of any twelve-month period (or 90 days, if suchperiod is a fiscal year) (i) commencing at the end of any fiscal quarter in whichRegistrable Securities are sold to underwriters in an underwritten public offering,or (ii) if not sold to underwriters in such an offering, beginning with the firstmonth of the Company’s first fiscal quarter commencing after the effective date ofthe registration statement, which statements shall cover said twelve-month periods;  (j) Listing Applications    use its reasonable efforts to cause all such Registrable Securities to be listed oneach securities exchange or quotation system on which similar securities issued bythe Company are listed or traded;  (k) Company Disclosure    make reasonably available for inspection by a maximum of two representatives of theHolders, any underwriter participating in any disposition pursuant to suchRegistration Statement and any attorney, accountant or other agent retained by suchrepresentative or any such underwriter all relevant financial and other records,pertinent corporate documents and properties of the Company and cause the Company’sofficers, directors and employees to supply all relevant information reasonablyrequested by such representative or any such underwriter, attorney, accountant oragent in connection with the registration; and  (l) Transfer Agent    use reasonable efforts to procure the cooperation of the Company’s transfer agent insettling any offering or sale of Registrable Securities, including with respect tothe transfer of physical stock certificates into book-entry form in accordance withany procedures reasonably requested by the Holders or the underwriters.**6.** **Furnish Information**It shall be a condition precedent to the obligations of the Company to take any actionpursuant to Sections 2, 3 or 4 that the selling Holder or Holders shall furnish to the Company suchinformation regarding themselves, the Registrable Securities held by them, and the intended methodof disposition of such securities as shall be required to timely effect the registration of theirRegistrable Securities.**7.** **Indemnification**   In the event any Registrable Securities are included in a registration statement under Section 2, 3 or 4: (a) By the Company    To the extent permitted by law the Company will indemnify and hold harmless eachHolder, the partners, officers and directors of each Holder, any underwriter (asdetermined in the Securities Act) for such Holder and each person, if any, whocontrols such Holder or underwriter within the meaning of the Securities Act or theSecurities Exchange Act of 1934, as amended (the “**1934 Act**”), against any losses,claims, damages, or liabilities (joint or several) to which they may become subjectunder the Securities Act, the 1934 Act or other federal or state law, insofar assuch losses, claims, damages, or liabilities (or actions in respect thereof) ariseout of or are based upon any of the following statements, omissions or violations(collectively a “**Violation**”):
 
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 (i) any untrue statement or alleged untrue statement of a materialfact contained in such registration statement, including any preliminaryprospectus or final prospectus contained therein or any amendments orsupplements thereto;  (ii) the omission or alleged omission to state therein a materialfact required to be stated therein, or necessary to make the statements thereinnot misleading; or  (iii) any violation or alleged violation by the Company of theSecurities Act, the 1934 Act, any federal or state securities law or any ruleor regulation promulgated under the Securities Act, the 1934 Act or any federalor state securities law in connection with the offering covered by suchregistration statement;   and the Company will reimburse each such Holder, partner, officer or director,underwriter or controlling person for any legal or other expenses reasonablyincurred by them, as incurred, in connection with investigating or defending anysuch loss, claim, damage, liability or action; provided,however,that the indemnity agreement contained in paragraph 7(a) shall not apply to amountspaid in settlement of any such loss, claim, damage, liability or action if suchsettlement is effected without the consent of the Company (which consent shall notbe unreasonably withheld), nor shall the Company be liable in any such case for anysuch loss, claim, damage, liability or action to the extent that it arises out of oris based upon a Violation which occurs in reliance upon and in conformity withwritten information furnished expressly for use in connection with such registrationby such Holder, partner, officer, director, underwriter or controlling person ofsuch Holder.  (b) By Selling Holders    To the extent permitted by law, each selling Holder will indemnify and hold harmlessthe Company, each of its directors, each of its officers who have signed theregistration statement, each person, if any, who controls the Company within themeaning of the Securities Act, any underwriter and any other Holder sellingsecurities under such registration statement or any of such other Holder’s partners,directors or officers or any person who controls such Holder within the meaning ofthe Securities Act or the 1934 Act, against any losses, claims, damages orliabilities (joint or several) to which the Company or any such director, officer,controlling person, underwriter or other such Holder, partner or director, officeror controlling person of such other Holder may become subject under the SecuritiesAct, the 1934 Act or other federal or state law, insofar as such losses, claims,damages or liabilities (or actions in respect thereto) arise out of or are basedupon any Violation, in each case to the extent (and only to the extent) that suchViolation occurs in reliance upon and in conformity with written informationfurnished by such Holder expressly for use in connection with such registration; andeach such Holder will reimburse any legal or other expenses reasonably incurred bythe Company or any such director, officer, controlling person, underwriter or otherHolder, partner, officer, director or controlling person of such other Holder inconnection with investigating or defending any such loss, claim, damage, liabilityor action: provided, however, that the indemnity agreement containedin this paragraph 7(b) shall not apply to amounts paid in settlement of any suchloss, claim, damage, liability or action if such settlement is effected without theconsent of the Holder, which consent shall not be unreasonably withheld; andprovided, further, that the total amounts payable in indemnity by aHolder under this paragraph 7(b) in respect of any Violation shall not exceed thenet proceeds received by such Holder in the registered offering out of which suchViolation arises.  (c) Contribution    If the indemnification provided for in this Section 7 from the indemnifying party isunavailable to an indemnified party hereunder in respect of any losses, claims,damages, liabilities or expenses referred to therein, then the indemnifying party,in lieu of indemnifying such indemnified party, shall contribute to the amount paidor payable by such indemnified party as a result of such losses, claims, damages,liabilities or expenses in such proportion as is appropriate to reflect the relativefault of the indemnifying party and indemnified parties in connection with theactions which resulted in such losses, claims, damages, liabilities or expenses, aswell as any other relevant equitable considerations. The relative fault of such
 
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   indemnifying party and indemnified parties shall be determined by reference to,among other things, whether any action in question, including any untrue or allegeduntrue statement of a material fact or omission or alleged omission to state amaterial fact, has been made by, or relates to information supplied by, suchindemnifying party or indemnified parties, and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such action.The amount paid or payable by a party as a result of the losses, claims, damages,liabilities and expenses referred to above shall be deemed to include any legal orother fees or expenses reasonably incurred by such party in connection with anyinvestigation or proceeding. If the allocation provided in this paragraph (c) isnot permitted by applicable law, the parties shall contribute based upon therelevant benefits received by the Company from the initial offering of theRegistrable Securities on the one hand and the net proceeds received by the Holdersfrom the sale of the Registrable Securities on the other.    The parties hereto agree that it would not be just and equitable if contributionpursuant to this Section 7(c) were determined by pro rata allocation or by any othermethod of allocation which does not take account of the equitable considerationsreferred to in the immediately preceding paragraph. No Person (as defined in the1934 Act) guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any Person whowas not guilty of such fraudulent misrepresentation.  (d) Notice    Promptly after receipt by an indemnified party under this Section 7 of notice of thecommencement of any action (including any governmental action), such indemnifiedparty will, if a claim in respect thereof is to be made against any indemnifyingparty under this Section 7, deliver to the indemnifying party a written notice ofthe commencement thereof and the indemnifying party shall have the right toparticipate in, and, to the extent the indemnifying party so desires, jointly withany other indemnifying party similarly noticed, to assume the defense thereof withcounsel mutually satisfactory to the parties; provided, however,that an indemnified party shall have the right to retain its own counsel, with thefees and expenses to be paid by the indemnifying party, if representation of suchindemnified party by the counsel retained by the indemnifying party would beinappropriate due to actual or potential conflict of interests between suchindemnified party and any other party represented by such counsel in suchproceeding. The failure to deliver written notice to the indemnifying party within areasonable time of the commencement of any such action shall relieve suchindemnifying party of liability to the indemnified party under this Section 7 to theextent the indemnifying party is prejudiced as a result thereof, but the omission soto deliver written notice to the indemnified party will not relieve it of anyliability that it may have to any indemnified party otherwise than under thisSection 7.  (e) Survival    The obligations of the Company and the Holders under this Section 7 shall surviveuntil the fifth anniversary of the completion of any offering of RegistrableSecurities in a registration statement, regardless of the expiration of any statutesof limitation or extensions of such statutes.**8.** **No Registration Rights to Third Parties**Without the prior written consent of the Holders of a majority in interest of the OutstandingRegistrable Securities, the Company covenants and agrees that it shall not grant, or cause orpermit to be created, for the benefit of any person or entity any registration rights of any kind(whether similar to the demand, “piggyback” or Form F-3 registration rights described in thisAgreement, or otherwise) relating to shares or any other voting securities of the Company, otherthan rights that are subordinate in right to the Holders. The Holders acknowledge the existence ofthe registration rights granted to certain shareholders of the Company pursuant to a shareholdersagreement dated as of June 29, 2006, by and among the Company and certain shareholders of theCompany (the “**Existing Registration Rights Agreement**”). The Holders agree the existence of theExisting Registration Rights Agreement does not and shall not constitute a breach of this Section8.**9.** **Exercise of Registration Rights by the Holder**
 
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Prior to the date that is 270 days after the date of the Closing, the Company shall have noobligations pursuant to Sections 2, 3 and 4 of this Agreement with respect to any RegistrableSecurities proposed to be sold by a Holder in a registration statement pursuant to Section 2, 3 or4; provided, that if a request is made by the Holders pursuant to Section 2 of this Agreementwithin 180 days after the Closing, then on the date that is 270 days after the date of the Closinga registration statement that can be relied upon for the disposition of Registrable Securities bythe Holders thereof will have been declared effective by the Commission.**10.** **Assignment**The registration rights under this Agreement may be assigned by any Holder; provided howeverthat: (a) no party may be assigned any of such rights unless the Company is given writtennotice by the assigning party at the time of such assignment stating the name andaddress of the assignee and identifying the securities of the Company as to which therights in question are being assigned; and  (b) any such assignee shall receive such assigned rights subject to the terms andconditions of this Agreement, including without limitation the provisions in thisSection 10.**11.** **Reports Under the 1934 Act**With a view to making available to the Holders the benefits of Rule 144 and any other rule orregulation of the Commission that may at any time permit a Holder to sell securities of the Companyto the public without registration or pursuant to a registration on Form F-3, the Company agreesto: (a) make and keep public information available, as those terms are understood anddefined in Rule 144, at all times after the date hereof;  (b) file with the Commission in a timely manner all reports and other documentsrequired of the Company under the Securities Act and the 1934 Act; and  (c) furnish to any Holder, so long as the Holder owns any Registrable Securities,forthwith upon request (i) a written statement by the Company that it has complied withthe reporting requirements of Rule 144 (at any time after ninety (90) days after theeffective date of the first registration statement filed by the Company), theSecurities Act and the 1934 Act (at any time after it has become subject to suchreporting requirements), or that it qualifies as a registrant whose securities may beresold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of themost recent annual or quarterly report of the Company and such other reports anddocuments so filed by the Company, and (iii) such other information as may bereasonably requested to avail any Holder of any rule or regulation of the Commissionthat permits the selling of any such securities without registration or pursuant tosuch form.**12.** **Termination of the Company’s Obligations**The Company shall have no obligations pursuant to Sections 2, 3 and 4 with respect to anyRegistrable Securities proposed to be sold by a Holder in a registration pursuant to Section 2, 3or 4 (i) at such date after the date hereof at which such Holder, (A) can sell all shares held byit in compliance with Rule 144 or (B) holds one percent (1%) or less of the Company’s outstandingOrdinary Shares and all Registrable Securities held by such Holder (together with any affiliate ofthe Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three(3) month period without registration in compliance with Rule 144. In addition, the Company shallhave no obligations pursuant to Sections 2 and 4 hereof from and after such time as the Holders inthe aggregate beneficially own, directly or indirectly, less than fifteen percent (15%) in numberof the Purchase Shares (including Ordinary Shares represented by American Depositary Shares of theCompany).**13.** **Term and Amendment** (a) Term
 
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   This Agreement shall become effective immediately at the Closing, and may beterminated at any time with the written consent of the Holders of two-thirds (?) ofthe Registrable Securities then outstanding and entitled to the registration rightsset forth in this Agreement.  (b) Amendment    Any provision of this Agreement may be amended and the observance thereof may bewaived (either generally or in a particular instance and either retroactively orprospectively), with the written consent of the Company and the Holders of amajority of the Registrable Securities then outstanding and entitled to theregistration rights set forth in this Agreement. Any amendment or waiver effected inaccordance with this Section 13 shall be binding upon all parties hereto.**14.** **Severability**If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceableor incapable of performance in any respect, the validity, legality, enforceability or performanceof the remaining provisions hereof shall not thereby in any way be affected or impaired, and thisAgreement shall be construed as if such invalid, illegal or unenforceable provision had never beencontained herein.**15.** **Entire Agreement**This Agreement constitutes the entire agreement and understanding between the parties inconnection with the subject matter of this Agreement and supersedes all previous proposals,representations, warranties, agreements or undertakings relating thereto whether oral, written orotherwise and no party hereto has relied or is entitled to rely on any such proposals,representations, warranties, agreements or undertakings.**16.** **Specific Performance.**The parties hereto agree that irreparable damage would occur in the event any provision ofthis Agreement were not performed in accordance with the terms hereof and that the parties shall beentitled to specific performance of the terms hereof, in addition to any other remedy at law orequity.**17.** **Counterparts**This Agreement may be executed in any number of counterparts and by the parties on separatecounterparts, each of which, when so executed and delivered, shall be an original but all thecounterparts shall together constitute one and the same instrument.**18.** **Notices and Other Communication**Any notice or other communication to be given under this Agreement shall be in writing and maybe sent by post or delivered by hand or given by facsimile or by courier to the address or faxnumber from time to time designated, the initial address and fax number so designated by each partybeing set out in Schedule 1 attached hereto. Any such notice or communication shall be sent to theparty to whom it is addressed and must contain sufficient reference and/or particulars to render itreadily identifiable with the subject-matter of this Agreement. If so delivered by hand or given byfacsimile such notice or communication shall be deemed received on the date of dispatch and if sosent by post shall be deemed received three (3) Business Days after the date of dispatch (in thecase of local mail) and five (5) Business Days after the date of dispatch (in the case of overseasregistered/certified mail).Each person making a communication hereunder by facsimile shall promptly confirm by telephoneto the person to whom such communication was addressed, but the absence of such confirmation shallnot affect the validity of any such communication.**19.** **Governing Law and Jurisdiction**This Agreement shall be governed by and construed in accordance with the laws of State of NewYork, U.S.A. and the parties irrevocably submit to the non-exclusive jurisdiction of the New Yorkcourts in respect of this Agreement.
 
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**20.** **Aggregation of Shares**All Ordinary Shares held or acquired by affiliated entities or persons of the Purchaser shallbe aggregated together for the purpose of determining the availability of any rights under thisAgreement.**21.** **Effectiveness**Notwithstanding anything to the contrary in this Agreement, this Agreement shall only becomeeffective subject to, and contemporaneously with, the closing of the transactions contemplated bythe Purchase Agreement.*(Signature Page to Follow)*
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and yearfirst above written.      **COMPANY**