Exhibit 4.2


	
  

 
	

 


 
	
  

 
	
 REGISTRATION RIGHTS AGREEMENT

 
	
  

 
	
 dated as of [   ], 2012,

 
	
  

 
	
 among

 
	
  

 
	
 GASLOG LTD.

 
	
  

 
	
 and

 
	
  

 
	
 THE SHAREHOLDERS NAMED HEREIN

 
	
  

 
	

 


 








                    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [   ],
2012, among GasLog Ltd., a Bermuda exempted company (the “Company”) and
the shareholders set forth on the signature page of this Agreement (together,
the “Shareholders” and each, a “Shareholder”).


                    WHEREAS,
the Company has agreed to provide the Shareholders with certain registration
rights with respect to its Common Shares.


                    ACCORDINGLY,
in consideration of the mutual covenants and agreements contained herein and
other good and valid consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


          1.
Certain Definitions.


                    As
used in this Agreement, capitalized terms not otherwise defined herein shall
have the meanings ascribed to them below:


          “Additional
Demand Rights” has the meaning set forth in Section 2.3(c).


          “Additional
Piggyback Rights” has the meaning set forth in Section 2.1(c).


          “Additional
Registrable Securities” has the meaning set forth in Section 2.3(c)(i).


          “Claims”
has the meaning set forth in Section 2.9.


          “Common
Shares” means the common shares, par value $0.01 per share, of the Company
and any securities issued or issuable in exchange for or with respect to the
common shares of the Company by way of a share dividend, share split, bonus
issue or combination of shares or in connection with a reclassification,
recapitalization, exchange, merger, amalgamation, consolidation or other
reorganization.


          “Common
Share Equivalent” means all options, warrants and other securities
convertible into, or exchangeable or exercisable for (at any time or upon the
occurrence of any event or contingency and without regard to any vesting or
other conditions to which such securities may be subject) Common Shares.


          “Demand
Exercise Notice” has the meaning set forth in Section 2.1(a)(i).


          “Demand
Registration” has the meaning set forth in Section 2.1(a)(i).


          “Demand
Registration Request” has the meaning set forth in Section 2.1(a)(i).


          “Derivative
Transaction” means any transaction involving the Common Shares, a Common
Share Equivalent or a security linked to the foregoing or any security that
would be deemed to be a “derivative security” (as defined in Rule 16a-1(c)
under the Exchange Act) with respect to the foregoing or any transaction (even
if not a security) which would (were it a security) be considered such a
derivative security, or which transfers some or all of the economic risk of
ownership of the foregoing, including, without limitation, any forward
contract, equity 





2


swap, put or
call, put or call equivalent position, collar, non-recourse loan, sale of
exchangeable security, short sale, stock loan or similar transaction.


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


          “Expenses”
means any and all fees and expenses incurred in connection with the Company’s
performance of or compliance with Section 2, including, without limitation:
(i) SEC, stock exchange or FINRA registration and filing fees and all
listing fees and fees with respect to the inclusion of securities on the New
York Stock Exchange or on any securities market on which the Common Shares are
listed or quoted, (ii) fees and expenses of compliance with state securities
or “blue sky” laws and in connection with the preparation of a “blue sky”
survey, including without limitation, reasonable fees and expenses of blue sky
counsel, (iii) printing and copying expenses, (iv) messenger and
delivery expenses, (v) expenses incurred in connection with any road show,
(vi) fees and disbursements of counsel for the Company, (vii) with
respect to each registration, the fees and disbursements of one counsel for the
relevant Participating Holder(s) (selected in each case by the Majority Participating
Holders, in the case of a registration pursuant to Section 2.1 or
Section 2.2), (viii) fees and disbursements of all independent public
accountants (including the expenses of any audit and/or “cold comfort” letter)
and fees and expenses of other persons, including special experts, retained by
the Company, (ix) fees and expenses payable to a Qualified Independent
Underwriter (as such term is defined in Schedule E to the By-Laws of
FINRA) and (x) any other fees and disbursements of underwriters, if any,
customarily paid by issuers of securities, including road show expenses to the
same extent paid by the Company in its IPO. For the avoidance of doubt,
brokerage fees, underwriting discounts and commissions and transfer taxes paid
by any Participating Holder as set forth in Section 2.5 and the fees and
expenses of counsel to the underwriters are not Expenses to be paid by the
Company.


          “FINRA”
means Financial Industry Regulatory Authority, Inc.


          “Holder”
means each Shareholder, for so long as such Shareholder owns any Registrable
Securities, and its successors, assigns and direct and indirect transferees who
become owners of Registrable Securities and become a party hereto pursuant to
Section 4.5(b) and “Holders” means all or any of them.


          “Initiating
Holders” has the meaning set forth in Section 2.1(a)(i).


          “IPO”
means the underwritten initial public offering of Common Shares of the Company
registered under the Securities Act (File No. 333-179034).


          “Majority
Holders” means Holders of a majority of the Registrable Securities at the
time in question.


          “Majority
Participating Holders” means Participating Holders holding more than 50% of
the Registrable Securities proposed to be included in any offering of
Registrable Securities by such Participating Holders pursuant to Section 2.1 or
Section 2.2.


          “Manager”
has the meaning set forth in Section 2.3(a).





3


          “Participating
Holders” has the meaning set forth in Section 2.1(a)(ii) and/or Section
2.2(a) as qualified in Section 2.2(c) and Section 2.3(a).


          “Person”
means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivisions thereof.


          “Piggyback
Securities” has the meaning set forth in Section 2.3(a)(ii).


          “Postponement
Period” has the meaning set forth in Section 2.1(b).


          “Registrable
Securities” means any Common Shares, provided such securities shall cease
to be Registrable Securities when (A) a registration statement with respect to
the sale of such securities shall have been declared effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (B) such securities shall have been sold
(other than in a privately negotiated sale) pursuant to Rule 144 (or any
successor provision) under the Securities Act and in compliance with the
requirements of Rule 144 or (C) with respect to any Holder, once all Common
Shares held by such Holder could be freely resold in a single transaction in
the U.S. public market without registration (or reliance on Rule 144), pursuant
to Section 4(1) of the Securities Act.


          “SEC”
means the Securities and Exchange Commission.


          “Section
2.3(a) Sale Number” has the meaning set forth in Section 2.3(a).


          “Section
2.3(b) Sale Number” has the meaning set forth in Section 2.3(b).


          “Section
2.3(c) Sale Number” has the meaning set forth in Section 2.3(c).


          “Securities
Act” means the Securities Act of 1933, as amended.


          “Selected
Courts” has the meaning set forth in Section 4.7(d).


          “Valid
Business Reason” has the meaning set forth in Section 2.1(b).


          2.
Registration Rights.


                    2.1.
Demand Registrations.


                              (a)
(i) Subject to Section 2.1(b), at any time and from time to time after the date
of this Agreement, the Majority Holders shall have the right to require the
Company to file a registration statement under the Securities Act covering all
or a portion of the Registrable Securities, by delivering a written request
therefor to the Company specifying the number of Registrable Securities to be
included in such registration by such Holders and the intended method of
distribution thereof. All such requests by the Majority Holders pursuant to
Section 2.1(a)(i) are referred to herein as “Demand Registration Requests”,
and the registrations so requested are referred to herein as “Demand
Registrations” (with respect to any Demand Registration Request, the Holder
or Holders making such Demand Registration Request being 





4


referred to as
the “Initiating Holders”). As promptly as practicable, but no later than
ten days after receipt of a Demand Registration Request, the Company shall give
written notice (the “Demand Exercise Notice”) of such Demand
Registration Request (including the intended method of distribution) to all
Holders.


                                        (ii)
The Company, subject to Sections 2.3 and 2.6, shall include in a Demand
Registration (x) the Registrable Securities of the Initiating Holders and
(y) the Registrable Securities of any other Holder which shall have made a
written request to the Company for inclusion in such Demand Registration
(together with the Initiating Holders, the “Participating Holders”)
(which request shall specify the maximum number of Registrable Securities
intended to be disposed of by such Participating Holders) within 60 days after
the receipt by the Holder of the Demand Exercise Notice (or 30 days if, at the
request of the Initiating Holders, the Company states in such Demand Exercise
Notice or gives telephonic notice to all Holders, with written confirmation to
follow promptly thereafter, that such registration will be on a Form F-3).


                                        (iii)
The Company shall, as expeditiously as possible but subject to Section 2.1(b),
use its commercially reasonable efforts to (x) effect such registration
under the Securities Act of the Registrable Securities which the Company has
been so requested by the Participating Holders to register, for distribution in
accordance with the intended method of distribution specified by the Initiating
Holders and (y) if requested by the Majority Participating Holders, obtain
acceleration of the effective date of the registration statement relating to
such registration.


                              (b)
Notwithstanding anything to the contrary in Section 2.1(a), the Demand
Registration rights granted in Section 2.1(a) to the Holders are subject to the
following limitations: (i) the Company shall not be required to cause a
registration statement pursuant to Section 2.1(a)(i) to be filed, or to be
declared effective, within 90 days after the effective date of any other
registration statement of the Company filed pursuant to the Securities Act
(excluding any registration on Form F-4 or Form S-8 (or otherwise in connection
with any employee benefits plan) or any “shelf” registration) or, in either
case, within any longer period of time, subject to the Company’s compliance
with Section 4.8, during which the Company may be restricted from filing
or having declared effective a registration statement or the Participating
Holders may be restricted from selling any of their Registrable Securities;
(ii) if the Company, in its good faith judgment, determines that any
registration of Registrable Securities should not be made or continued because
it would materially interfere with any material financing, acquisition,
corporate reorganization or merger or other transaction or event involving the
Company or any of its subsidiaries (a “Valid Business Reason”), the
Company may postpone filing, or may withdraw, or not seek to bring effective, a
registration statement relating to a Demand Registration Request until such
Valid Business Reason no longer exists, but in no event shall the Company avail
itself of such right for more than 90 days, in the aggregate, in any period of
365 consecutive days (such period of postponement or withdrawal under this
clause (ii), the “Postponement Period”); and the Company shall give
notice to the relevant Participating Holders of its determination to postpone
or withdraw a registration statement and of the fact that the Valid Business
Reason for such postponement or withdrawal no longer exists, in each case,
promptly after the occurrence thereof; and (iii) the Company shall not be
required to effect a Demand Registration unless the Registrable Securities to
be included in such registration either 





5


(A) have
an aggregate anticipated offering price of at least $20 million (based on the
then-current market price of the Common Shares) or (B) consist of all
remaining Registrable Securities held by the relevant Initiating Holders. If
the Company shall give any notice of postponement or withdrawal of any
registration statement pursuant to clause (b)(ii) of this Section, the Company
shall not, during the period of postponement or withdrawal, register any equity
security of the Company, other than (x) pursuant to a registration statement
related to the Valid Business Reason contemplated by the Company’s notice to
the relevant Participating Holders of its determination to postpone or withdraw
a registration statement or (y) pursuant to a registration statement on Form
F-4 or Form S-8 (or otherwise in connection with any employee benefits plan).
Each Participating Holder agrees that, upon receiving notice from the Company
that the Company has withdrawn any registration statement pursuant to clause
(b)(ii) of this Section, it will (x) discontinue its disposition of Registrable
Securities pursuant to such registration statement and (y) if so directed by
the Company, deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, in its possession of the prospectus covering
such Registrable Securities that was in effect at the time of receipt of such
notice. If the Company shall have withdrawn or prematurely terminated a
registration statement filed under Section 2.1(a)(i) (whether pursuant to
clause (ii) above or as a result of any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court), the
Company shall not be considered to have effected an effective registration for
the purposes of this Agreement until the Company shall have filed a new
registration statement covering the Registrable Securities covered by the
withdrawn registration statement and such registration statement shall have
been declared effective and shall not have been withdrawn. If the Company shall
give any notice of withdrawal or postponement of a registration statement, the
Company shall, at such time as the Valid Business Reason that caused such
withdrawal or postponement no longer exists (but in no event later than three
months after the date of the notice notifying the relevant Participating
Holders of the postponement or withdrawal), use its commercially reasonable efforts
to effect the registration under the Securities Act of the Registrable
Securities covered by the withdrawn or postponed registration statement in
accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn
such request, in which case the Company shall not be considered to have
effected an effective registration for the purposes of this Agreement).


                              (c)
The Company, subject to Sections 2.3 and 2.6, may elect to include in any
registration statement and offering
made pursuant to Section 2.1(a)(i): (i) authorized but unissued Common
Shares; (ii) Common Shares held by the Company as treasury shares; and
(iii) any other Common Shares which are requested to be included in such
registration pursuant to the exercise of piggyback rights granted by the
Company which are not inconsistent with the rights granted in, or otherwise
conflict with the terms of, this Agreement (“Additional Piggyback Rights”);
provided, however, that such inclusion shall be
permitted only to the extent that it is pursuant to and subject to the terms of
the underwriting agreement or arrangements, if any, entered into by the
relevant Participating Holders. 


                              (d)
With respect to any Demand Registration, the Initiating Holders shall have the
right to designate the lead managing underwriter in connection with such
registration and each other managing underwriter for such registration, provided that
no such managing underwriter shall be reasonably objectionable to the Company. 





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                    2.2.
Piggyback Registrations.


                              (a)
If, at any time, the Company proposes or is required to register any of its
equity securities under the Securities Act (other than (i) solely the
registration of securities in connection with an employee benefits plan or
dividend reinvestment plan or an acquisition, merger or consolidation or
(ii) pursuant to a Demand Registration under Section 2.1) on a
registration statement on Form F-1, Form F-3 or an equivalent general
registration form then in effect, whether or not for its own account, the
Company shall give prompt written notice of its intention to do so to each
Holder. Upon the written request of any such Holder made within 15 days
following the receipt of any such written notice (which request shall specify
the maximum number of Registrable Securities intended to be disposed of by such
Holder and the intended method of distribution thereof), the Company shall,
subject to Sections 2.2(b), 2.3 and 2.6, use its commercially reasonable
efforts to cause all such Registrable Securities, the Holders of which have so
requested the registration thereof, to be included in the registration
statement with the securities which the Company at the time proposes to register
to permit the sale or other disposition by such Holders (in accordance with the
intended method of distribution thereof) of the Registrable Securities to be so
registered. Such Holders shall be referred to as Participating Holders for the
purposes of any Registrable Securities to be registered under Section 2.2(a).
No registration of Registrable Securities effected under Section 2.2(a) shall
relieve the Company of its obligations to effect Demand Registrations under
Section 2.1.


                              (b)
If, at any time after giving written notice of its intention to register any
equity securities and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason not to register or to delay registration of such equity securities, the
Company will give written notice of such determination to all relevant
Participating Holders and (i) in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such abandoned registration, without prejudice,
however, to the rights of Holders under Section 2.1, and (ii) in the case
of a determination to delay such registration of its equity securities, shall be
permitted to delay the registration of such Registrable Securities for the same
period as the delay in registering such other equity securities, without
prejudice, however, to the rights of Holders under Section 2.1.


                              (c)
Any Participating Holder shall have the right to withdraw its request for
inclusion of its Registrable Securities in any registration statement pursuant
to Section 2.2 by giving written notice to the Company of its request to
withdraw; provided, however, that such request must be made in
writing prior to the earlier of the execution of the underwriting agreement or
the execution of the custody agreement with respect to such registration. Any
Holder withdrawing pursuant to the provisions of this Section 2.2(c) shall
following such withdrawal no longer be treated as a Participating Holder for
the purposes of this Agreement.


                    2.3.
Allocation of Securities Included in Registration Statement. 


                              (a)
If any requested registration made pursuant to Section 2.1 involves an
underwritten offering and the lead managing underwriter of such offering (the “Manager”)
shall advise the Company that, in its view, the number of securities requested
to be included in 





7


such registration
by the relevant Participating Holders or any other persons (including those
Common Shares requested by the Company to be included in such registration)
exceeds the largest number (the “Section 2.3(a) Sale Number”) that can
be sold in an orderly manner in such offering within a price range acceptable
to the Majority Participating Holders, the Company shall use its commercially
reasonable efforts to include in such registration:


                                        (i)
first, all Registrable Securities requested to be included in such registration
by the Participating Holders thereof; provided,
however, that, if the number of
such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number
of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number)
to be included in such registration shall be allocated on a pro rata basis
among all relevant Participating Holders, based on the number of Registrable
Securities then owned by each such Participating Holder requesting inclusion in
relation to the number of Registrable Securities owned by all Participating
Holders requesting inclusion;


                                        (ii)
second, to the extent that the number of securities to be included pursuant to
clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number,
the remaining shares to be included in such registration shall be allocated on
a pro rata basis among all holders requesting that securities be included in
such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback
Securities”), based on the aggregate number of Piggyback Securities then
owned by each holder requesting inclusion in relation to the aggregate number
of Piggyback Securities owned by all holders requesting inclusion, up to the
Section 2.3(a) Sale Number; and 


                                        (iii)
third, to the extent that the number of securities to be included pursuant to
clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a)
Sale Number, any securities that the Company proposes to register for its own
account, up to the Section 2.3(a) Sale Number.


                    If,
as a result of the proration provisions of Section 2.3(a)(i), any Participating
Holder shall not be entitled to include in a registration all Registrable
Securities that such Participating Holder has requested be included in such
registration, such Participating Holder may elect to withdraw its request to
include any Registrable Securities in such registration or may reduce the
number requested to be included; provided,
however, that such request must
be made in writing prior to the earlier of the execution of the underwriting
agreement or the execution of the custody agreement with respect to such
registration. Any Holder withdrawing all of its Registrable Securities pursuant
to the provisions of the preceding sentence shall following such withdrawal no
longer be treated as a Participating Holder for the purposes of this Agreement.


                              (b)
If any registration pursuant to Section 2.2 is an underwritten primary
registration of the Company’s securities, and the Manager shall advise the
Company that, in its view, the number of securities requested to be included in
such registration exceeds the number (the “Section 2.3(b) Sale Number”)
that can be sold in an orderly manner in such registration within a price range
acceptable to the Company, the Company shall include in such registration: 





8


                                        (i)
first, all Common Shares that the Company proposes to register for its own
account; and


                                        (ii)
second, to the extent that the number of securities to be included pursuant to
clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number,
the remaining shares to be included in such registration shall be allocated on
a pro rata basis among all holders requesting that Registrable Securities or
Piggyback Securities be included in such registration pursuant to the exercise
of piggyback rights pursuant to Section 2.2 or Additional Piggyback Rights,
based on the aggregate number of Registrable Securities and Piggyback
Securities then owned by each holder requesting inclusion in relation to the
aggregate number of Registrable Securities and Piggyback Securities owned by
all holders requesting inclusion, up to the Section 2.3(b) Sale Number.


                              (c)
If any registration pursuant to Section 2.2 is an underwritten secondary
registration on behalf of holders of the Company’s securities (other than
Registrable Securities) that have the right to require such registration
pursuant to an agreement entered into by the Company in accordance with Section
4.8 (“Additional Demand Rights”) and the Manager shall advise the
Company that, in its view, the number of securities requested to be included in
such registration exceeds the number (the “Section 2.3(c) Sale Number”)
that can be sold in an orderly manner in such registration within a price range
acceptable to the holders of the Additional Demand Rights, the Company shall
include in such registration:


                                        (i)
first, all securities requested to be included in such registration by the
holders of Additional Demand Rights (“Additional Registrable Securities”),
provided, however, that, if the number of such
Additional Registrable Securities exceeds the Section 2.3(c) Sale Number, the
number of such Additional Registrable Securities (not to exceed the Section
2.3(c) Sale Number) to be included in such registration shall be allocated on a
pro rata basis among all holders of Additional Registrable Securities
requesting that Additional Registrable Securities be included in such
registration, based on the number of Additional Registrable Securities then
owned by each such holder requesting inclusion in relation to the number of
Additional Registrable Securities owned by all of such holders requesting
inclusion, unless such holders shall have otherwise agreed;


                                        (ii)
second, to the extent that the number of securities to be included pursuant to
clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number,
any Common Shares that the Company proposes to register for its own account, up
to the Section 2.3(c) Sale Number, and


                                        (iii)
third, to the extent that the number of securities to be included pursuant to
clauses (i) and (ii) of this Section 2.3(c) is less than the
Section 2.3(c) Sale Number, the remaining shares to be included in such
registration shall be allocated on a pro rata basis among all holders
requesting that Registrable Securities or Piggyback Securities be included in
such registration pursuant to the exercise of piggyback rights pursuant to Section
2.2 or Additional Piggyback Rights, based on the aggregate number of
Registrable Securities and Piggyback Securities then owned by each holder
requesting inclusion in relation to the aggregate number of Registrable
Securities and Piggyback Securities owned by all such holders requesting
inclusion, up to the Section 2.3(c) Sale Number.





9


                    2.4.
Registration Procedures. If and whenever the Company is required by the
provisions of this Agreement to use its commercially reasonable efforts to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Agreement, the Company shall, as
expeditiously as possible:


                              (a)
prepare and file with the SEC a registration statement on an appropriate
registration form of the SEC for the disposition of such Registrable Securities
in accordance with the intended method of disposition thereof, which form shall
be selected by the Company and shall comply as to form in all material respects
with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and the Company shall use
its commercially reasonable efforts to cause such registration statement to
become and remain effective; provided,
however, that before filing a
registration statement or prospectus or any amendments or supplements thereto,
or comparable statements under securities or blue sky laws of any jurisdiction,
or any free writing prospectus related thereto, the Company will furnish to one
counsel for the relevant Participating Holders (selected by the Majority
Participating Holders) and the Manager, if any, copies of all such documents
proposed to be filed (including all exhibits thereto), which documents will be
subject to the review and reasonable comment of such counsel, and the Company
shall not file any registration statement or amendment thereto, any prospectus
or supplement thereto or any free writing prospectus related thereto to which
the Majority Participating Holders or the Manager, if any, shall reasonably
object;


                              (b)
prepare and file with the SEC such amendments and supplements to the relevant
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for such period as
any relevant Participating Holder shall request and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all Registrable Securities covered by such registration statement in
accordance with the intended methods of disposition by the relevant
Participating Holders thereof set forth in such registration statement; 


                              (c)
furnish, without charge, to each relevant Participating Holder and each
underwriter, if any, of the securities covered by the relevant registration
statement such number of copies of such registration statement, each amendment
and supplement thereto (in each case including all exhibits), the prospectus
included in such registration statement (including each preliminary prospectus)
in conformity with the requirements of the Securities Act, each free writing
prospectus utilized in connection therewith, and other documents, as such
Participating Holder and underwriter may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
owned by such Participating Holder (the Company hereby consenting to the use in
accordance with all applicable law of each such registration statement (or
amendment or post-effective amendment thereto) and each such prospectus (or
preliminary prospectus or supplement thereto) or free writing prospectus by
each such Participating Holder and the underwriters, if any, in connection with
the offering and sale of the Registrable Securities covered by such
registration statement or prospectus);


                              (d)
use its commercially reasonable efforts to register or qualify the Registrable
Securities covered by the relevant registration statement under such other
securities or “blue sky” laws of such jurisdictions as any relevant
Participating Holder or any managing  





10


underwriter, if any, shall reasonably
request in writing, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Participating Holder or underwriter,
if any, to consummate the disposition of the relevant Registrable Securities in
such jurisdictions, except that in no event shall the Company be required to
qualify to do business as a foreign corporation in any jurisdiction where it
would not, but for the requirements of this paragraph (d), be required to be so
qualified, to subject itself to taxation in any such jurisdiction or to consent
to general service of process in any such jurisdiction;


                              (e)
promptly notify each Participating Holder selling such Registrable Securities
and each managing underwriter, if any: (i) when the relevant registration
statement, any pre-effective amendment, the prospectus or any prospectus
supplement related thereto, any post-effective amendment to such registration
statement or any free writing prospectus has been filed and, with respect to
such registration statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the SEC or state securities
authority for amendments or supplements to the relevant registration statement
or the prospectus related thereto or for additional information; (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of the
relevant registration statement or the initiation of any proceedings for that
purpose; (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities
for sale under the securities or blue sky laws of any jurisdiction or the
initiation of any proceeding for such purpose; (v) of the existence of any
fact of which the Company becomes aware which results in the relevant
registration statement, the prospectus related thereto, any document
incorporated therein by reference, any free writing prospectus or the
information conveyed to any purchaser at the time of sale to such purchaser
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statement
therein not misleading; and (vi) if at any time the representations and
warranties contemplated by any underwriting agreement, securities sale agreement,
or other similar agreement, relating to the offering shall cease to be true and
correct in all material respects; and, if the notification relates to an event
described in clause (v), the Company shall promptly prepare and furnish to each
such Participating Holder and each managing underwriter, if any, a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading;


                              (f)
comply with all applicable rules and regulations of the SEC, and make generally
available to its security holders, as soon as reasonably practicable after the
effective date of the relevant registration statement (and in any event within
90 days after the end of such twelve month period described hereafter), an
earnings statement (which need not be audited) covering the period of at least
twelve consecutive months beginning with the first day of the Company’s first
calendar quarter after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;


                              (g)
(i) cause all such Registrable Securities covered by the relevant
registration statement to be listed on the New York Stock Exchange or the
principal securities exchange on which similar securities issued by the Company
are then listed (if any), if the listing 





11


of such
Registrable Securities is then permitted under the rules of such exchange, or
(ii) if no similar securities are then so listed, to either cause all such
Registrable Securities to be listed on a national securities exchange or to
take all actions that may be required by the Company as the issuer of such
Registrable Securities in order to facilitate the managing underwriter’s
arranging for the registration of at least two market makers as such with
respect to such shares with FINRA;


                              (h)
provide and cause to be maintained a transfer agent and registrar for all such
Registrable Securities covered by such registration statement not later than
the effective date of such registration statement;


                              (i)
enter into such customary agreements (including, if applicable, an underwriting
agreement in accordance with Sections 3.1 and 3.2 containing customary
provisions for indemnification and contribution covering the underwriters and
their affiliates) and take such other actions as the Majority Participating
Holders shall reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (it being understood that the
relevant Participating Holders shall be parties to any such underwriting
agreement and may, at their option, require that the Company make to and for
the benefit of such Participating Holders the representations, warranties and
covenants of the Company which are being made to and for the benefit of such
underwriters); 


                              (j)
use its commercially reasonable efforts to obtain an opinion from the Company’s
counsel and “cold comfort” letters from the Company’s independent public
accountants in customary form and covering such matters as are customarily
covered by such opinions and “cold comfort” letters delivered to underwriters
in underwritten public offerings, which opinion and letter shall be reasonably
satisfactory to the underwriter, if any, and furnish to each relevant
Participating Holder and to each underwriter, if any, a copy of such opinion
and letter addressed to such Participating Holder or underwriter;


                              (k)
deliver promptly to each relevant Participating Holder and each underwriter, if
any, copies of all correspondence between the SEC and the Company, its counsel
or auditors and all memoranda relating to discussions with the SEC or its staff
with respect to the relevant registration statement, other than those portions
of any such memoranda which contain information subject to attorney-client
privilege with respect to the Company, and, upon receipt of such
confidentiality agreements as the Company may reasonably request, make
reasonably available for inspection by any Participating Holder relevant to
such registration statement, by any underwriter, if any, participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such Participating Holder
or any such underwriter, all pertinent financial and other records, pertinent
corporate documents and properties of the Company, and cause all of the
Company’s officers, directors and employees to supply all information
reasonably requested by any such Participating Holder, underwriter, attorney,
accountant or agent in connection with such registration statement;


                              (l)
use its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of the relevant registration statement;





12


                              (m)
provide a CUSIP number for all such Registrable Securities, not later than the
effective date of the relevant registration statement;


                              (n)
make reasonably available its employees and personnel for participation in
“road shows” and other marketing efforts and otherwise provide reasonable
assistance to the underwriters (taking into account the needs of the Company’s
businesses and the requirements of the marketing process) in the marketing of
such Registrable Securities in any underwritten offering;


                              (o)
promptly prior to the filing of any document which is to be incorporated by
reference into the relevant registration statement or the prospectus related
thereto (after the initial filing of such registration statement), and prior to
the filing of any free writing prospectus, provide copies of such document to
counsel for each relevant Participating Holder and to each managing
underwriter, if any, and make the Company’s representatives reasonably
available for discussion of such document and make such changes in such
document concerning any such Participating Holder or managing underwriter prior
to the filing thereof as counsel for such Participating Holder or managing
underwriter may reasonably request;


                              (p)
cooperate with the relevant Participating Holders and the managing underwriter,
if any, to facilitate the timely preparation and delivery of certificates not
bearing any restrictive legends representing the Registrable Securities to be
sold, and cause such Registrable Securities to be issued in such denominations
and registered in such names in accordance with the underwriting agreement
prior to any sale of Registrable Securities to the underwriters or, if not an
underwritten offering, in accordance with the instructions of the relevant
Participating Holders at least three business days prior to any sale of
Registrable Securities and instruct any transfer agent and registrar of
Registrable Securities to release any stop transfer orders in respect thereof;


                              (q)
take all such other commercially reasonable actions as are necessary or
advisable in order to expedite or facilitate the disposition of such
Registrable Securities;


                              (r)
take no direct or indirect action prohibited by Regulation M under the Exchange
Act; provided, however, that to the extent that any
prohibition is applicable to the Company, the Company will take such action as
is necessary to make any such prohibition inapplicable;


                              (s)
take all reasonable action to ensure that any free writing prospectus utilized
in connection with any registration covered by Section 2.1 or Section 2.2
complies in all material respects with the Securities Act, is filed in accordance
with the Securities Act to the extent required thereby, is retained in
accordance with the Securities Act to the extent required thereby and, when
taken together with the related prospectus, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; and


                              (t)
in connection with any underwritten offering, if at any time the information
conveyed to a purchaser at the time of sale includes any untrue statement of a 





13


material fact
or omits to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading,
promptly file with the SEC such amendments or supplements to such information
as may be necessary so that the statements as so amended or supplemented will
not, in light of the circumstances, be misleading.


                    To
the extent the Company is a well-known seasoned issuer (as defined in
Rule 405 under the Securities Act) (a “WKSI”) at the time any
Demand Registration Request is submitted to the Company, and such Demand
Registration Request requests that the Company file an automatic shelf
registration statement (as defined in Rule 405 under the Securities Act) (an “automatic
shelf registration statement”) on Form F-3, the Company shall file an
automatic shelf registration statement which covers those Registrable
Securities which are requested to be registered. The Company shall use its
commercially reasonable efforts to remain a WKSI (and not become an ineligible
issuer (as defined in Rule 405 under the Securities Act)) during the period
during which such automatic shelf registration statement is required to remain
effective. If the Company does not pay the filing fee covering the Registrable
Securities at the time the automatic shelf registration statement is filed, the
Company agrees to pay such fee at such time or times as the Registrable
Securities are to be sold. If the automatic shelf registration statement has
been outstanding for at least three years, at the end of the third year the
Company shall refile a new automatic shelf registration statement covering the
Registrable Securities. If at any time when the Company is required to
re-evaluate its WKSI status the Company determines that it is not a WKSI, the
Company shall use its commercially reasonable efforts to refile the shelf
registration statement on Form F-3 and, if such form is not available, Form F-1
and keep such registration statement effective during the period during which
such registration statement is required to be kept effective.


                    If
the Company files any shelf registration statement for the benefit of the
holders of any of its securities other than the Holders, the Company agrees
that it shall include in such registration statement such disclosures as may be
required by Rule 430B (referring to the unnamed selling security holders in a
generic manner by identifying the initial offering of the securities to the
Holders) in order to ensure that the Holders may be added to such shelf
registration statement at a later time through the filing of a prospectus
supplement rather than a post-effective amendment.


                    As
a condition precedent to the Company’s obligations under Section 2.4 to
register Registrable Securities, the Company may require that each
Participating Holder furnish the Company such information in writing regarding
such Participating Holder and the distribution of the Registrable Securities
owned by such Participating Holder, as the Company may from time to time
reasonably request provided that such information is necessary for the Company
to consummate such registration and shall be used only in connection with such
registration.


                    Each
Participating Holder agrees that upon receipt of any notice from the Company of
the happening of any event of the kind described in clause (v) of paragraph (e)
of Section 2.4, such Participating Holder will (x) discontinue disposing
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Participating Holder receives copies of the
supplemented or amended prospectus contemplated by paragraph (e) of Section 2.4
and (y) if so directed by the Company, deliver to the Company 





14


(at the
Company’s expense) all copies, other than permanent file copies, in such
Participating Holder’s possession of the prospectus covering such Registrable
Securities that was in effect at the time of receipt of such notice. In the
event the Company shall give any such notice, the applicable period mentioned
in paragraph (b) of Section 2.4 shall be extended by the number of days during
such period from and including the date of the giving of such notice to and
including the date when each Participating Holder of any Registrable Securities
covered by such registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by paragraph (e) of Section
2.4.


                    If
any such registration statement or comparable statement under “blue sky” laws
refers to any Holder by name or otherwise as the Holder of any securities of
the Company, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such
Holder and the Company, to the effect that the holding by such Holder of such
securities is not to be construed as a recommendation by such Holder of the
investment quality of the Company’s securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company or (ii) in the event that such reference
to such Holder by name or otherwise is not in the judgment of the Company, as
advised by counsel to the Company, required by the Securities Act or any
similar federal statute or any state “blue sky” or securities law then in
force, the deletion of the reference to such Holder.


                    2.5.
Registration Expenses.


                              (a)
The Company shall pay all Expenses (x) with respect to any Demand
Registration whether or not it becomes effective or remains effective for the
period contemplated by Section 2.4(b) and (y) with respect to any
registration effected under Section 2.2.


                              (b)
Notwithstanding the foregoing, (x) the provisions of Section 2.5 shall be
deemed amended to the extent necessary to cause these expense provisions to
comply with “blue sky” laws of each state in which the relevant offering is
made, (y) in connection with any offering hereunder, each Participating
Holder shall pay all brokerage fees or underwriting discounts and commissions
and any transfer taxes, if any, attributable to the sale of the Registrable
Securities of such Participating Holder, pro rata with respect to payments of
fees, discounts and commissions in accordance with the number of shares sold in
such offering by such Participating Holder and (z) the Company shall, in
the case of all registrations under this Section 2, be responsible for all its
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties).


                    2.6.
Certain Limitations on Registration Rights. In the case of any
registration under Section 2.1 pursuant to an underwritten offering, or, in the
case of a registration under Section 2.2, if the Company has determined to
enter into an underwriting agreement in connection therewith, all securities to
be included in such registration shall be subject to an underwriting agreement
and no Person may participate in such registration unless such Person agrees to
sell such Person’s securities on the basis provided therein and, subject to
Section 3.1, completes and executes all reasonable questionnaires, and other
documents (including custody agreements and powers of attorney) which must be
executed in connection therewith, and 





15


provides such
other information to the Company or the managing underwriter as may be
necessary to register such Person’s securities. 


                    2.7.
Limitations on Sale or Distribution of Other Securities. (a) The Company
and each Participating Holder agrees, (i) to the extent requested in
writing by a managing underwriter, if any, of any registration effected
pursuant to Section 2.1 or Section 2.2, not to sell, transfer or otherwise
dispose of, including any sale pursuant to Rule 144 under the Securities Act,
any Common Shares or any other equity security of the Company or any security
convertible into or exchangeable or exercisable for any equity security of the
Company (other than as part of such underwritten public offering) or to
purchase or sell any Common Share Equivalent or enter into any Derivative
Transaction during the time period reasonably requested by the managing
underwriter, not to exceed 20 days before the commencement of any offering or
90 days after the pricing of such offering (except in the case of the Company,
that the Company may effect any sale or distribution of any such securities
pursuant to a registration on Form F-4 (if reasonably acceptable to such
managing underwriter) or Form S-8 (or otherwise in connection with any employee
benefits plan), or any successor or similar form which is then in effect or
upon the conversion, exchange or exercise of any then outstanding Common Share
Equivalent) and (ii) the Company hereby also agrees to use its
commercially reasonable efforts to cause each holder of any equity security or
any security convertible into or exchangeable or exercisable for any equity
security of the Company purchased from the Company at any time other than in a
public offering so to agree; provided, that the periods referred to
above for the Participating Holders shall not be longer than the analogous
period agreed to by the Company.


                              (b)
The Company hereby agrees that, if it shall previously have received a request
for registration pursuant to Section 2.1 or Section 2.2, and if such previous
registration shall have been declared effective, the Company shall not sell,
transfer, or otherwise dispose of, any Common Shares or any Common Share
Equivalent, or any other equity security of the Company or any security
convertible into or exchangeable or exercisable for any equity security of the
Company (other than as part of such underwritten public offering, a
registration on Form F-4 or Form S-8 (or otherwise in connection with any
employee benefits plan) or any successor or similar form which is then in
effect or upon the conversion, exchange or exercise of any then outstanding
Common Share Equivalent), until a period of 90 days shall have elapsed from the
effective date of such previous registration; and the Company shall so provide
in any registration rights agreements hereafter entered into with respect to
any of its securities. 


                    2.8.
No Required Sale. Nothing in this Agreement shall be deemed to create an
independent obligation on the part of any Holder to sell any Registrable
Securities pursuant to any effective registration statement. 


                    2.9.
Indemnification. (a) In the event of any registration of any securities
of the Company under the Securities Act pursuant to Section 2, the Company
will, and hereby agrees to, indemnify and hold harmless, to the fullest extent
permitted by law, each Holder and each underwriter for each such Holder, and
their respective directors, officers, fiduciaries, managing directors, employees,
agents, affiliates, consultants, representatives, successors, assigns,
shareholders, members or general and limited partners, and each other Person,
if any, who controls such Holder or such underwriter within the meaning of the
Securities Act, from and against any and all losses, claims, damages or
liabilities, joint or several, actions or proceedings 





16


(whether
commenced or threatened) and expenses (including reasonable fees of counsel and
any amounts paid in any settlement effected with the Company’s consent, which
consent shall not be unreasonably withheld or delayed) to which each such
indemnified party may become subject under the Securities Act or otherwise,
including with respect to any indemnity or contribution provided by such Holder
under an underwriting agreement or other arrangement relating to such
registration of securities (collectively, “Claims”), and the Company
will reimburse any such indemnified party for any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such Claim as such expenses are incurred; provided, however,
that the Company shall not be liable to any such indemnified party in any such
case to the extent such Claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact made in the relevant registration statement or
amendment thereof or supplement thereto or in any such prospectus or any
preliminary, final or summary prospectus or free writing prospectus in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such indemnified party specifically for use therein. Such
indemnity and reimbursement of expenses shall remain in full force and effect
regardless of any investigation made by or on behalf of such indemnified party
and shall survive the transfer of such securities by such Holder.


                              (b)
Each Participating Holder of Registrable Securities as to which any
registration under Section 2.1 or Section 2.2 is being effected shall,
severally and not jointly, indemnify and hold harmless (in the same manner and
to the same extent as set forth in paragraph (a) of this Section 2.9) to the
fullest extent permitted by law, the Company, its officers and directors, each
Person controlling the Company within the meaning of the Securities Act and all
other prospective sellers and their respective directors, officers,
fiduciaries, managing directors, employees, agents, affiliates, consultants,
representatives, successors, assigns, general and limited partners,
shareholders and respective controlling Persons from and against any and all
Claims arising out of or based upon any untrue statement or alleged untrue
statement of any material fact in, or omission or alleged omission of material
fact from, the relevant registration statement, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto,
or any free writing prospectus utilized in connection therewith, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company or its representatives by or on behalf of such Participating Holder
specifically for use therein and reimburse such indemnified party for any legal
or other expenses reasonably incurred in connection with investigating or
defending any such Claim as such expenses are incurred; provided, however,
that the aggregate amount which any such Participating Holder shall be required
to pay pursuant to this Section 2.9(b) and Sections 2.9(c), (e) and (f)
shall in no case be greater than the amount of the net proceeds received by
such Participating Holder upon the sale of the Registrable Securities pursuant
to the registration statement giving rise to such Claim. Such indemnity and
reimbursement of expenses shall remain in full force and effect regardless of
any investigation made by or on behalf of such indemnified party and shall
survive the transfer of such Registrable Securities by such Participating
Holder.


                              (c)
Any Person entitled to indemnification under this Agreement shall notify
promptly the indemnifying party in writing of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to Section 2.9, but the failure of any such Person to provide
such notice shall not relieve the





17


indemnifying
party of its obligations under the preceding paragraphs of Section 2.9, except
to the extent the indemnifying party is materially prejudiced thereby, and
shall not relieve the indemnifying party from any liability which it may have
to any such Person otherwise than under this Article 2. In case any action or
proceeding is brought against an indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, unless in the reasonable opinion of outside
counsel to the indemnified party a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such Claim, to
assume the defense thereof jointly with any other indemnifying party similarly
notified, to the extent that it chooses, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying party to such
indemnified party that it so chooses, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided,
however, that (i) if the
indemnifying party fails to take reasonable steps necessary to defend diligently
the action or proceeding within 20 days after receiving notice from such
indemnified party, (ii) if such indemnified party who is a defendant in
any action or proceeding which is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal defenses
available to such indemnified party which are not available to the indemnifying
party or (iii) if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct,
then, in any such case, the indemnified party shall have the right to assume or
continue its own defense as set forth above (but with no more than one firm of
counsel for all indemnified parties in each jurisdiction, except to the extent
any indemnified party or parties reasonably shall have concluded that there may
be legal defenses available to such party or parties which are not available to
the other indemnified parties or to the extent representation of all
indemnified parties by the same counsel is otherwise inappropriate under
applicable standards of professional conduct) and the indemnifying party shall
be liable for any expenses therefor. No indemnifying party shall, without the
written consent of the indemnified party, which consent shall not be
unreasonably withheld, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
proceeding in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or proceeding) unless such settlement, compromise or judgment
(A) includes an unconditional release of the indemnified party from all
liability arising out of such action or proceeding and (B) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.


                              (d)
If for any reason the foregoing indemnity is unavailable or is insufficient to
hold harmless an indemnified party under Sections 2.9(a), (b) or (c), then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any Claim in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and
the indemnified party, on the other hand, with respect to such offering of
securities. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. If, however, the
allocation provided in the second preceding sentence is not permitted by
applicable law, then each 





18


indemnifying
party shall contribute to the amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative faults
but also the relative benefits of the indemnifying party and the indemnified
party as well as any other relevant equitable considerations. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 2.9(d) were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the preceding sentences of this Section 2.9(d).
The amount paid or payable in respect of any Claim shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such Claim. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. Notwithstanding anything in this
Section 2.9(d) to the contrary, no indemnifying party (other than the Company)
shall be required pursuant to this Section 2.9(d) to contribute any amount in
excess of the net proceeds received by such indemnifying party from the sale of
Registrable Securities in the offering to which the losses, claims, damages or
liabilities of the indemnified parties relate, less the amount of any
indemnification payment made by such indemnifying party pursuant to Sections
2.9(b) and (c).


                              (e)
The indemnity and contribution agreements contained herein shall be in addition
to any other rights to indemnification or contribution which any indemnified
party may have pursuant to law or contract and shall remain operative and in
full force and effect regardless of any investigation made or omitted by or on
behalf of any indemnified party and shall survive the transfer of any
Registrable Securities by any such party.


                              (f)
The indemnification and contribution required by this Section 2.9 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.


          3.
Underwritten Offerings.


                    3.1.
Requested Underwritten Offerings. If requested by the underwriters for
any underwritten offering pursuant to a registration requested under Section
2.1, the Company shall enter into a customary underwriting agreement with the
underwriters. Such underwriting agreement shall be satisfactory in form and
substance to the Majority Participating Holders and shall contain such
representations and warranties by, and such other agreements on the part of,
the Company and such other terms as are generally prevailing in agreements of
that type, including, without limitation, indemnities and contribution
agreements. Any Participating Holder to the offering shall be a party to such
underwriting agreement and may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of such Participating Holder and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Participating Holder; provided, however, that the Company shall not be
required to make any representations or warranties with respect to written
information specifically provided by a Participating Holder for inclusion in
the relevant registration statement. Each such Participating Holder shall not
be required to make any representations or warranties to or agreements with the
Company or the underwriters other than representations, 





19


warranties or
agreements regarding such Participating Holder, its ownership of and title to
the relevant Registrable Securities, and its intended method of distribution;
and any liability of such Participating Holder to any underwriter or other
Person under such underwriting agreement shall be limited to liability arising
from breach of such Participating Holder’s representations and warranties and
shall be limited to an amount equal to the proceeds (net of expenses and
underwriting discounts and commissions) that such Participating Holder derives
from such registration.


                    3.2.
Piggyback Underwritten Offerings. In the case of a registration pursuant
to Section 2.2, if the Company shall have determined to enter into an
underwriting agreement in connection therewith, any Registrable Securities to
be included in such registration shall be subject to such underwriting
agreement. Any Participating Holder to such registration may, at its option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such Participating
Holder and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement be conditions precedent to
the obligations of such Participating Holder. Each such Participating Holder
shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties or agreements regarding such Participating Holder, its ownership of
and title to the relevant Registrable Securities, and its intended method of
distribution; and any liability of such Participating Holder to any underwriter
or other Person under such underwriting agreement shall be limited to liability
arising from breach of such Participating Holder representations and warranties
and shall be limited to an amount equal to the proceeds (net of expenses and
underwriting discounts and commissions) that such Participating Holder derives
from such registration.


          4.
General.


                    4.1.
Adjustments Affecting Registrable Securities. The Company agrees that it
shall not effect or permit to occur any combination or subdivision of Common
Shares or Common Share Equivalent which would adversely affect the ability of
any Holder of any Registrable Securities to include such Registrable Securities
in any registration contemplated by this Agreement or the marketability of such
Registrable Securities in any such registration. The Company agrees that it
will take all reasonable steps necessary to effect a subdivision of shares if
in the reasonable judgment of (a) the Majority Participating Holders or
(b) the managing underwriter for the relevant offering, such subdivision
would enhance the marketability of the Registrable Securities. Each Holder
agrees to vote all of its shares in a manner, and to take all other actions
necessary, to permit the Company to carry out the intent of the preceding
sentence including, without limitation, voting in favor of an increase in the
share capital.


                    4.2.
Rule 144. The Company covenants that (i) upon such time as it
becomes, and so long as it remains, subject to the reporting provisions of the
Exchange Act, it will timely file the reports required to be filed by it under
the Securities Act or the Exchange Act (including, but not limited to, the
reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 under the Securities Act) and (ii) it will
take such further action as any Holder may reasonably request, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the





20


 limitation
of the exemptions provided by (A) Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or (B) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any Holder, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.


                    4.3.
Ownership Reporting. The Company agrees that it will provide assistance
to the Shareholders (or the ultimate beneficial owners of the Common Shares
held by such Shareholders) in connection with the filing of beneficial
ownership reports on Schedule 13D or Schedule 13G (or any successor form) or
any amendment thereto pursuant to Rule 13d-1 under the Exchange Act, including
the payment of any reasonable fees or expenses incurred in connection
therewith. 


                    4.4.
Nominees for Beneficial Owners. If Registrable Securities are held by a
nominee for the beneficial owner thereof, the beneficial owner thereof may, at
its option, be treated as the Holder of such Registrable Securities for
purposes of any request or other action by any Holder pursuant to this
Agreement (or any determination of any number or percentage of shares
constituting Registrable Securities held by any Holder contemplated by this
Agreement), provided that the Company shall have received assurances reasonably
satisfactory to it of such beneficial ownership.


                    4.5.
Amendments and Waiver; Transferees. (a) The terms and provisions of this
Agreement may be modified or amended, or any of the provisions hereof waived,
temporarily or permanently, in a writing executed and delivered by the Company
and each of the Holders. No waiver of any of the provisions of this Agreement
shall be deemed to or shall constitute a waiver of any other provision hereof
(whether or not similar). No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.


                    (b) Each
Shareholder shall be entitled to transfer the benefits of this Agreement to any
Person to whom it shall transfer all or any of its Registrable Securities, and
any such transferee shall similarly be entitled to transfer the benefits of
this Agreement; provided that each Shareholder agrees that it shall cause
any such transferee to become a party to this Agreement by executing a
counterpart of this Agreement and delivering the same to the Company. The
Company shall not be required to effect the registration of any transfer of
shares by a Shareholder unless it shall have received such a signed counterpart
of this Agreement. Upon execution and delivery of such counterpart of this
Agreement by the transferee, this Agreement shall be effective with respect to
any such transferee without the need for any action on the part of any other
Shareholder.





21


                    4.6.
Notices. All notices, requests, claims, demands and other communications
required or permitted to be given hereunder will be in writing and will be
given when delivered by hand or sent by registered or certified mail (postage
prepaid, return receipt requested) or by overnight courier (providing proof of
delivery) or by facsimile (providing confirmation of transmission). All such
notices, requests, claims, demands or other communications will be addressed as
follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 if to the
 Company, to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 GasLog Ltd.

 
	
  

 	
  

 	
 c/o GasLog
 Monaco S.A.M.

 
	
  

 	
  

 	
 Gildo Pastor
 Center

 
	
  

 	
  

 	
 7 Rue du
 Gabian

 
	
  

 	
  

 	
 MC 98000

 
	
  

 	
  

 	
 Monaco

 
	
  

 	
  

 	
 Telephone
 No.: +377 97 97 51 15

 
	
  

 	
  

 	
 Fax No.:
 +377 97 97 51 24

 
	
  

 	
  

 	
 Attention:
 Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy
 to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Cravath,
 Swaine & Moore LLP 

 
	
  

 	
  

 	
 Worldwide
 Plaza

 
	
  

 	
  

 	
 825 Eighth
 Avenue

 
	
  

 	
  

 	
 New York,
 New York 10019

 
	
  

 	
  

 	
 Telephone
 No.: (212) 474-1000

 
	
  

 	
  

 	
 Fax No.:
 (212) 474-3700

 
	
  

 	
  

 	
 Attention:
 William P. Rogers, Jr.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If to a
 Shareholder, to the address set forth under its name on the signature pages
 hereof.

 



or such other
address as the Company or such Shareholder shall have specified to the other
party in writing in accordance with this Section 4.6.


                    4.7.
Miscellaneous.


                              (a)
Subject to Section 4.5(b), this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and the respective
successors, personal representatives and assigns of the parties hereto.


                              (b)
This Agreement (with the documents referred to herein or delivered pursuant
hereto) embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements.


                              (c)
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW 





22


YORK (WITHOUT GIVING EFFECT TO CONFLICT OF
LAWS PRINCIPLES THEREOF). 


                              (d)
With respect to any suit, action or proceeding (“Proceeding”) arising
out of or relating to this Agreement each of the parties hereto hereby
irrevocably (i) submits to the exclusive jurisdiction of the United States
District Court for the Southern District of New York or if such suit, action or
proceeding may not be brought in such court for jurisdictional reasons, in the
Supreme Court of the State of New York, New York County (collectively, the “Selected
Courts”) and waives any objection to venue being laid in the Selected
Courts whether based on the grounds of forum non conveniens or otherwise and
hereby agrees not to commence any such Proceeding other than before one of the
Selected Courts; provided, however, that a party may commence any
Proceeding in a court other than a Selected Court solely for the purpose of
enforcing an order or judgment issued by one of the Selected Courts and
(ii) consents to service of process in any Proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, or by
recognized international express carrier or delivery service, to the Company or
such Shareholder at their respective addresses referred to in Section 4.6; provided, however,
that nothing herein shall affect the right of any party hereto to serve process
in any other manner permitted by law.


                              (e)
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE
WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN
WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY FURTHER AGREES
THAT ANY PARTY HERETO MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS
WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG
THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY. ANY PROCEEDING
WHATSOEVER BETWEEN THE PARTIES RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


                              (f)
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. All section references are to
this Agreement unless otherwise expressly provided.


                              (g)
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.


                              (h)
Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms 





23


and provisions
of this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction.


                              (i)
The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
its specific terms or was otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions and other equitable
remedies to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof in any of the Selected Courts, this being in
addition to any other remedy to which they are entitled at law or in equity.
Any requirements for the securing or posting of any bond with respect to such
remedy are hereby waived by each of the parties hereto. Each party further
agrees that, in the event of any action for an injunction or other equitable
remedy in respect of such breach or enforcement of specific performance, it
will not assert the defense that a remedy at law would be adequate.


                              (j)
Each party hereto shall do and perform or cause to be done and performed all
such further acts and things and shall execute and deliver all such other
agreements, certificates, instruments, and documents as any other party hereto
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.


                    4.8.
No Inconsistent Agreements. The Company represents that the rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with any other agreements to which the Company is a party or by
which it is bound. Without the prior written consent of Holders of a majority
of the then outstanding Registrable Securities, the Company will not, on or
after the date of this Agreement, enter into any registration rights agreement
with respect to its common equity securities which is inconsistent with the
rights granted in this Agreement or otherwise conflicts with the provisions
hereof or provides terms and conditions which, taken as a whole, are materially
more favorable to, or materially less restrictive on, the other party or
parties thereto than the terms and conditions contained in this Agreement are
(insofar as they are applicable) to the Holders, other than any lock-up
agreement with the underwriters in connection with any registered offering,
pursuant to which the Company shall agree not to register for sale, and the
Company shall agree not to sell or otherwise dispose of, Common Shares or any
securities convertible into or exercisable or exchangeable for Common Shares,
for a specified period that is no longer than 90 days following the registered
offering; provided,
however,
that in the event that either (a) during the last 17 days of the 90-day
restricted period referred to above, as applicable, the Company issues an
earnings release or material news or a material event relating to the Company
occurs or (b) prior to the expiration of the 90-day restricted period, as
applicable, the Company announces that it will release earnings results or
becomes aware that material news or a material event will occur during the
15-day period beginning on the last day of the 90-day restricted period, as
applicable, the restrictions described above will continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event. The Company
further agrees that if any other registration rights agreement entered into
after the date of this Agreement with respect to any of its securities contains
terms which, taken as a whole, are materially more favorable to, or materially
less restrictive on, the other party or parties thereto than the terms and
conditions contained in this Agreement are (insofar as they are applicable) to
the Holders, then the terms and conditions of this Agreement shall immediately
be deemed to 





24


have been
amended without further action by the Company or any of the Holders so that the
Holders shall each be entitled to the benefit of any such more favorable or
less restrictive terms or conditions.





                    IN
WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the
date first above written.


	
  
 	
  
 
	
 GASLOG LTD.
 
	
  
 
	
 By:
 	
  
 
	
  
 	

 
 
	
  
 	
 Name: 
 
	
  
 	
 Title: 
 
	
  
 	
  
 
	
 BLENHEIM
 HOLDINGS LTD., AS SHAREHOLDER
 
	
  
 	
  
 
	
 By:
 	
  
 
	
  
 	

 
 
	
  
 	
 Name: 
 
	
  
 	
 Title: 
 
	
  
 	
  
 
	
  
 	
 Notice
 Address:
 
	
  
 	
  
 
	
  
 	
 Telephone
 No.:
 
	
  
 	
 Fax No.:
 
	
  
 	
 Attention:
 
	 

	PETER G. LIVANOS, AS SHAREHOLDER

	 
	 

	By:
	 

	 
	
   
	 
	Notice Address:

	 
	 

	 
	Telephone No.:

	 
	Fax No.:

	 
	Attention:

	
  
 
	
 OLYMPIC LNG INVESTMENTS LTD., AS SHAREHOLDER
 
	
  
 	
  
 
	
 By:
 	
  
 
	
  
 	

 
 
	
  
 	
 Name: 
 
	
  
 	
 Title: 
 
	
  
 	
  
 
	
  
 	
 Notice
 Address:
 
	
  
 	
  
 
	
  
 	
 Telephone
 No.:
 
	
  
 	
 Fax No.:
 
	
  
 	
 Attention:
 



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