-1-

 
          1.7 “Company” has the meaning assigned thereto in the first paragraph of thisAgreement.          1.8“Company Notice” has the meaning assigned thereto in Section 3.1.          1.9“Deferral Notice” has the meaning assigned thereto in Section 4.2.          1.10“Deferral Period” has the meaning assigned thereto in Section 4.2.          1.11“Effective Period” has the meaning assigned thereto in Section 2.2.          1.12“Eligibility Date” has the meaning assigned thereto in Section 2.1.          1.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended, andthe rules and regulations promulgated thereunder.          1.14 “Existing Registration Rights Agreement” means the Registration RightsAgreement, dated as of November 20, 2006, by and among (i) the Company; (ii) NGM and (iii)Assure Ahead Investments Limited as in effect on the date hereof.          1.15 “FINRA” means the Financial Industry Regulatory Authority, Inc.          1.16 “Free Writing Prospectus” means each free writing prospectus (as definedin Rule 405 under the Securities Act) prepared by or on behalf of the Company or used orreferred to by the Company in connection with the sale of the Registrable Securities by theHolders.          1.17 “Holder” has the meaning assigned thereto in the Recital.          1.18 “Holder Information” has the meaning assigned thereto in Section 7.1hereof.          1.19 “Incidental Registration” means a registration required to be effected bythe Company pursuant to Section 3.          1.20 “Incidental Registration Statement” means the registration statementreferred to in Section 3(a), as amended or supplemented by any amendment or supplement,including post-effective amendments, and all materials incorporated by reference orexplicitly deemed to be incorporated by reference in such registration statement.          1.21 “Majority Holders” shall mean, on any date, holders of the majority of theShares constituting Registrable Securities.          1.22 “Material Event” has the meaning assigned thereto in Section 4.1(4).          1.23 “Notice and Information Summary” means a written notice delivered to theCompany containing such information with respect to the Holder as is required to be includedin the Relevant Registration Statement and Prospectus in order to comply with
 

 
the Securities Act, which information shall be (i) the name and address of the Holder, (ii) the number ofShares held by such Holder that it wishes to include in the Relevant Registration Statementand Prospectus, (iii) the intended method of distribution and (iv) any other informationrequired to be disclosed under the Securities Act and, to the extent the Holder is notrepresented by counsel, reasonably requested by the Company.          1.24 “Notice Holder” means, on any date, any Holder that has delivered items(i) though (iii) of the Notice and Information Summary to the Company on or prior to suchdate. The Notice and Information Summary shall be deemed as notice that a Holder wishes tobe included in the Relevant Registration Statement; provided that some or all of suchHolder’s Registrable Securities have not been sold in accordance with a RelevantRegistration Statement.          1.25 “Ordinary Shares” means the ordinary shares in the capital of the Company,US$0.01 par value per share.          1.26 “Penalty Charge” has the meaning assigned thereto in Section 2.6.          1.27 “Penalty Charge Applicable Amount” has the meaning assigned thereto inSection 2.6.          1.28 “Penalty Charge Payment Date” has the meaning assigned thereto in Section2.6.          1.29 “Person” means a corporation, association, partnership, organization,business, individual, government or political subdivision thereof or governmental agency.          1.30 “Prospectus” means each prospectus included in any Relevant RegistrationStatement, including any preliminary prospectus, any such prospectus as amended orsupplemented by any amendment or prospectus supplement, including post-effective amendmentsand all materials incorporated by reference or explicitly deemed to be incorporated byreference in the foregoing.          1.31 “Purchase Agreement” has the meaning specified in the first paragraph ofthis Agreement.          1.32 “Purchaser” has the meaning specified in the first paragraph of thisAgreement.          1.33 “Record Date” means, (i) January 11, with respect to a Penalty ChargePayment Date that occurs on January 25 and (ii) July 11, with respect to a Penalty ChargePayment Date that occurs on July 25.          1.34 “Record Holder” means, with respect to a Penalty Charge Payment Daterelating to the Registrable Securities for which any Penalty Charge has accrued, a NoticeHolder that was the holder of record of such Registrable Securities at the close ofbusiness on the Record Date relating to such Penalty Charge Payment Date.
 

 
          1.35 “Registrable Securities” means the Shares until the earlier of (i) theireffective registration under the Securities Act and the resale of all the Shares inaccordance with the Relevant Registration Statement or (ii) the date on which the Shares are(A) sold pursuant to Rule 144 under circumstances in which any legend borne by any of theShares relating to restrictions on transferability thereof, under the Securities Act orotherwise, is removed or (B) freely transferable without restriction under Rule 144.          1.36 “Registration Default” has the meaning assigned thereto in Section 2.6.          1.37 “Registration Expenses” has the meaning assigned thereto in Section 6.          1.38 “Relevant Registration Statement” means the Shelf Registration Statementor the Incidental Registration Statement, as the context may require.          1.39 “Rule 144,” “Rule 405” and “Rule 415” mean, in each case,such rule as promulgated under the Securities Act, as such Rule may be amended from time totime, or any similar rule or regulation hereafter adopted by the Commission.          1.40 “Securities Act” means the Securities Act of 1933, as amended, and therules and regulations promulgated thereunder.          1.41 “Shares” has the meaning specified in the first paragraph of thisAgreement.          1.42 “Shelf Registration Statement” means the shelf registration statementreferred to in Section 2.1, as amended or supplemented by any amendment or supplement,including post-effective amendments, and all materials incorporated by reference orexplicitly deemed to be incorporated by reference in such Shelf Registration Statement.          1.43 “Special Counsel” has the meaning assigned thereto in Section 6.          1.44 “Trigger Date” has the meaning assigned thereto in Section 2.6.          1.45 “Underwritten Offering” means a sale of securities of the Company to anunderwriter or underwriters for reoffering to the public.     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refersto a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and“hereunder” and other words of similar import refer to this Agreement as a whole and not to anyparticular Section or other subdivision. Unless the context otherwise requires, any reference to astatute, rule or regulation refers to the same (including any successor statute, rule or regulationthereto) as it may be amended from time to time.     SECTION 2 REGISTRATION UNDER THE SECURITIES ACT.          2.1 The Company agrees (and NGM agrees to cause the Company) to file under the SecuritiesAct as promptly as practicable but in any event no later than thirty (30)
 

 
days after the earlier of (i) June 30, 2008 and (ii) the date on which the Company files its Form 20-F for the fiscalyear ended December 31, 2007 with the Commission (such earlier date, the “EligibilityDate”), a shelf registration statement (the “Shelf Registration Statement”) for anoffering to be made on a delayed or continuous basis pursuant to Rule 415 registering the resalefrom time to time by Holders thereof of all of the Registrable Securities (or, if registration ofRegistrable Securities not held by Notice Holders is not permitted by the rules and regulationsof the Commission, then registering the resale from time to time by Notice Holders of theirRegistrable Securities). At least twenty (20) Business Days before the Company expects the ShelfRegistration Statement to become effective under the Securities Act (or if the Shelf RegistrationStatement becomes effective on or before June 11, 2008, then fifteen (15) Business Days beforethe Company expects the Shelf Registration Statement to become effective under the SecuritiesAct), the Company shall give notice thereof to each Holder who has provided the Company itscontact information (including the name of the contact person, telephone number and fax number ofsuch contact person). Within ten (10) Business Days (or if the Shelf Registration Statementbecomes effective on or before June 11, 2008, then five (5) Business Days) of receipt of suchnotice from the Company, each Holder shall notify the Company if such Holder elects to be namedas a selling securityholder in the Shelf Registration Statement and the related Prospectus, anddeliver to the Company a Notice and Information Summary.          2.2 The Company agrees (and NGM agrees to cause the Company) to use its reasonable bestefforts to cause the Shelf Registration Statement to become effective under the Securities Actwithin one hundred eighty (180) days after the Eligibility Date; *provided, however*, that theCompany may, upon written notice to all Holders, postpone having the Shelf Registration Statementdeclared effective one time for a reasonable period not to exceed 30 consecutive days if theCompany possesses material non-public information, the disclosure of which would have a materialadverse effect on the Company and its subsidiaries taken as a whole. The Company shall (and NGMagrees to cause the Company to) use its reasonable best efforts to keep such Shelf RegistrationStatement continuously effective until the earliest of (x) the date that there are no longer anyRegistrable Securities outstanding; (y) the expiration of the period referred to in Rule144(d)(1) of the Securities Act with respect to all Registrable Securities held by Persons thatare not Affiliates of the Company; and (z) three years from the date such Shelf RegistrationStatement is declared effective (such period, the “Effective Period”). Without prejudiceto any registration rights, existing as of the date hereof, held by the Company’s securityholders or NGM with respect to the Company’s securities, none of the Company’s securityholders(including NGM), other than Holders of Registrable Securities, shall have the right to includeany of the Company’s securities in the Shelf Registration Statement.          2.3 The Company further agrees to cause (and NGM agrees to cause the Company to cause) theShelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf RegistrationStatement or such amendment or supplement, (i) to comply in all material respects with theapplicable requirements of the Securities Act and (ii) not to contain any untrue statement of amaterial fact or omit to state a material fact required to be stated therein or necessary inorder to make the statements therein (in the case of the Prospectus, in the light of thecircumstances under which they were made) not misleading, and the Company agrees to furnish tothe Holders of
 

 
the Registrable Securities, promptly upon request, copies of any supplement or amendment prior to its being used or promptly following its filing with the Commission; *provided,however*, that the Company shall have no obligation to deliver to Holders of RegistrableSecurities copies of any amendment consisting exclusively of an Exchange Act report or otherExchange Act filing otherwise publicly available on the Company’s website. If the ShelfRegistration Statement, as amended or supplemented from time to time, ceases to be effective forany reason at any time during the Effective Period (other than because all Registrable Securitiesregistered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to beRegistrable Securities or as permitted under Section 4.2, but subject to the last sentence ofSection 4.2), the Company shall use its reasonable best efforts to cause such Shelf RegistrationStatement to become effective under the Securities Act or to obtain the prompt withdrawal of anyorder suspending the effectiveness of such Shelf Registration Statement for purposes contemplatedhereunder.          2.4 Each Holder of Registrable Securities agrees that if such Holder wishes to sellRegistrable Securities pursuant to the Shelf Registration Statement and related Prospectus, itwill do so only in accordance with Section 2.5 and Section 4.2. Each Holder of RegistrableSecurities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement andrelated Prospectus agrees to deliver a completed and executed Notice and Information Summary tothe Company prior to any attempted or actual distribution of Registrable Securities under a ShelfRegistration Statement. The Company agrees to request any information from the Holders (otherthan the name and address of the Holder, the number of Shares held by such Holder that it wishesto include in the Relevant Registration Statement and Prospectus and the intended method ofdistribution) that are required to be disclosed under the Securities Act or otherwise reasonablyrequested by the Company immediately following such Holder’s request to include some or all ofthe Registrable Securities it holds under a Shelf Registration Statement          2.5 If a Holder becomes a Notice Holder, the Company shall, as promptly as is practicableafter the date a Notice and Information Summary is delivered, and in any event within thirty (30)days after the date of receipt of such Notice and Information Summary, or if the use of theProspectus has been suspended by the Company under Section 4.2 hereof at the time of receipt ofthe Notice and Information Summary or is suspended within five (5) days after the date suchNotice and Information Summary is received, thirty (30) days after the expiration of the periodduring which the use of the Prospectus is suspended:          (1) if required by applicable law, file with the Commission a post-effective amendment to theShelf Registration Statement or prepare and, if required by applicable law, file a supplement tothe related Prospectus or a supplement or amendment to any document incorporated therein byreference or file any other required document so that the Holder delivering such Notice and Information Summary is named as a selling security holder in theShelf Registration Statement and the related Prospectus in such a manner as to permit such Holderto deliver such Prospectus to purchasers of the Registrable Securities in accordance withapplicable law and, if the Company shall file a post-effective amendment to the Shelf RegistrationStatement, use their reasonable efforts to cause such post-effective amendment to be declared or tootherwise become effective under the Securities Act as promptly as is practicable.
 

 
Notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendmentto the Shelf Registration Statement or supplement to the related Prospectus during any thirty (30)day period;          (2) provide such Notice Holder, upon request, a reasonable number of copies of any documentsfiled pursuant to Section 2.1; and          (3) notify such Holder as promptly as practicable after the effectiveness under the SecuritiesAct of any post-effective amendment filed pursuant to Section 2.5(1).          Notwithstanding anything contained herein to the contrary, the Company shall be under noobligation to name any Holder that is not a Notice Holder as a selling securityholder in any ShelfRegistration Statement or related Prospectus; provided, however, that any Holder that becomes aNotice Holder (regardless of when such Holder became a Notice Holder) shall be named as a sellingsecurityholder in a Shelf Registration Statement or related Prospectus in accordance with therequirements of this Section 2.5 or Section 2.1, as applicable.          2.6 If any of the following events (any such event a “Registration Default”) shalloccur, then a penalty charge (the “Penalty Charge”) shall become payable by NGM to theHolders in respect of the Shares as follows:          (1) if the Company has not filed its Form 20-F for the fiscal year ended December 31, 2007with the Commission on or prior to June, 30, 2008, the Penalty Charge shall accrue on the PurchasePrice at a rate of 5.0% per annum for the first 90 days following such date and at a rate of 10.0%per annum thereafter; such amount as reduced by the amount of payment or payments actually made byNGM to the Holders pursuant to Section 5.6 of the Purchase Agreement; or          (2) if the Shelf Registration Statement is not filed with the Commission within 30 daysfollowing the Eligibility Date, then commencing on the 31st day after the Eligibility Date, thePenalty Charge shall accrue on the Purchase Price at a rate of 0.5% per annum for the first 90 daysfollowing such 31st day and at a rate of 1.0% per annum thereafter; or          (3) if the Shelf Registration Statement is not declared effective and does not otherwisebecome effective within 180 days following the Eligibility Date, then commencing on the181st day after the Eligibility Date, the Penalty Charge shall accrue on Purchase Priceat a rate of 0.5% per annum for the first 90 days following such 181st day and at a rateof 1.0% per annum thereafter; or          (4) if the Shelf Registration Statement has been declared effective or has otherwise becomeeffective but such Shelf Registration Statement ceases to be effective at any time during theEffective Period (without being succeeded immediately by a new Shelf Registration Statement that isfiled and immediately becomes effective under the Securities Act) for a period of time (includingthe Deferral Periods) which shall exceed forth five (45) days in the aggregate in any six (6) monthperiod (such 46th day, the “Trigger Date”), except as
 

 
permitted under Section 4.2 (but subject to the last sentence of Section 4.2), then commencing on the Trigger Date, thePenalty Charge shall accrue on a portion of the Purchase Price equal to the product of the PurchasePrice and a fraction, (x) the numerator of which shall be the number of Shares, of which the RecordHolders were holders of record at the close of business on the applicable Record Date and (y) thedenominator of which shall be the number of all the Shares (the “Penalty Charge ApplicableAmount”), at a rate of 0.5% per annum for the first 90 days following such date on which theShelf Registration Statement ceases to be effective and at a rate of 1.0% per annum thereafter.          The Penalty Charge on the Registrable Securities, if any, will be payable in cash on January25 and July 25 of each year (the “Penalty Charge Payment Date”) to Notice Holders of recordof such Registrable Security at the close of each preceding January 11 and July 11, to the extentof, for each such Penalty Charge Payment Date, the unpaid Penalty Charge that has accrued to (butexcluding) such Penalty Charge Payment Date (or, if the Penalty Charge accrual period shall haveended prior to such Penalty Charge Payment Date, to, but excluding, the day immediately after thelast day of such Penalty Charge accrual period, as specified below).          On the day when the all Registration Defaults requiring the payment of the Penalty Charge tothe Holders of Shares that are Registrable Securities pursuant to this Section are cured, theaccrual of the Penalty Charge will cease (without in any way limiting the effect of any subsequentRegistration Default requiring the payment of the Penalty Charge). For the avoidance of doubt, theaccrual of the Penalty Charge due to a Registration Default as specified in clause (4) above willcease upon the date on which the Shelf Registration Statement becomes effective and usable underthe Securities again or another Shelf Registration Statement is filed with the Commission andbecomes effective.          During any given period, in the event of the occurrence of multiple concurrent RegistrationDefaults, the rate of accrual of the Penalty Charge for such period shall be the highest rateprovided for in this Section 2.6 applicable to the concurrent Registration Defaults.          A Shelf Registration Statement pursuant to this Section 2 will not be deemed to have becomeeffective unless it has been declared effective by the Commission or is automatically effectiveupon filing with the Commission as provided by Rule 462 under the Securities Act.     SECTION 3 INCIDENTAL REGISTRATION.     3.1 If at any time from and after the date hereof, the Company proposes to register any of itsOrdinary Shares under the Securities Act (other than (A) any registration of public sales ordistributions solely by and for the account of the Company of securities issued (x) pursuant to anyemployee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition of another entity by the Company, or (B) pursuant to Section 2 hereof), either inconnection with a primary offering for cash for the account of the Company or a secondary offering,the Company shall, each time it intends to effect such a registration, (a) promptly give eachHolder written notice (the “Company Notice”) thereof (which shall include the list ofjurisdictions in which the Company intends to attempt to qualify those securities under theapplicable Blue Sky or other securities laws). Upon the written request of any Holder made
 

 
within twenty (20) days after the delivery of the Company Notice (which request shall specify theRegistrable Securities intended to be disposed of by such Holder or its transferees and, unless theapplicable registration is intended to effect a primary offering of Shares for cash for the accountof the Company, the intended method of distribution thereof), the Company will use its reasonablebest efforts to effect the registration under the Securities Act of all Registrable Securitieswhich the Company has been so requested to register by such Holders to the extent required topermit the disposition (in accordance with the intended methods of distribution thereof or, in thecase of a registration which is intended to effect a primary offering for cash for the account ofthe Company, in accordance with the Company’s intended method of distribution) of the RegistrableSecurities so requested to be registered, including, if necessary, by filing with the Commission apost-effective amendment or a supplement to the Incidental Registration Statement or the relatedProspectus or any document incorporated therein by reference or by filing any other requireddocument or otherwise supplementing or amending the Incidental Registration Statement, if requiredby the rules, regulations or instructions applicable to the registration form used by the Companyfor such Incidental Registration Statement or by the Securities Act, any Blue Sky or other statesecurities laws, or any rules and regulations thereunder; *provided*, *however*, that if, at any timeafter giving written notice of its intention to register any securities and prior to the effectivedate of the Incidental Registration Statement filed in connection with such registration, theCompany shall determine for any reason not to register or to delay registration of such securities,the Company may, at its election, give written notice of such determination to each Holder and,thereupon, (A) in the case of a determination not to register, the Company shall be relieved of itsobligation to register any Registrable Securities in connection with such registration (but notfrom its obligation to pay the Registration Expenses incurred in connection therewith), and (B) inthe case of a determination to delay such registration, the Company shall be permitted to delayregistration of any Registrable Securities requested to be included in such Incidental RegistrationStatement for the same period as the delay in registering such other securities. The registrationrights granted pursuant to the provisions of this Section 3 shall be in addition to theregistration rights granted pursuant to the other provisions of this Agreement.     3.2 Amount of Inclusion. Subject to Section 4.2 of the Existing Registration RightsAgreement, the Company shall be required to include in the Incidental Registration RegistrableSecurities held by the Holders. The number of Registrable Securities to be included in theIncidental Registration shall be allocated, subject to Section 4.2 of the Existing RegistrationRights Agreement, *pro rata*among the Holders thereof requesting inclusion in such IncidentalRegistration on the basis of the number of Registrable Securities requested to be included by allthe Holders; *provided, however*, that in no event shall securities of the Purchaser be excluded fromany registration if securities of NGM or any of its Affiliates (other than the Company and holdersof registration rights granted pursuant to the Existing Registration Rights Agreement as in effecton the date hereof) are included in such registration.     3.3 Underwriting in Incidental Registration.          (a) *Notice of Underwriting in Incidental Registration*. If the Incidental Registration is a anUnderwritten Offering, the Company shall so advise the Holders as a part of the written noticegiven pursuant to Section 3.1. In this event, the right of any Holder to registration shall beconditioned upon such Holder’s agreement to participate in the underwriting
 

 
and the inclusion of that Holder’s Registrable Securities in the underwriting, to the extent provided in this Section 3.All Holders proposing to distribute their securities through such underwriting shall (togetherwith the Company and the other holders distributing their securities through the underwriting)enter into an underwriting agreement in customary form with the underwriters’ representative forsuch offering. The Holders shall have no right to participate in the selection of the underwritersfor an offering pursuant to this Section 3.          (b) *Marketing Limitation in Incidental Registration.*In the event the underwriters’representative advises the Holders seeking registration of Registrable Securities pursuant to thisSection 3 in writing that market factors (including, without limitation, the aggregate number ofOrdinary Shares requested to be registered, the general condition of the market, and the status ofthe Persons proposing to sell securities pursuant to the Incidental Registration) require alimitation of the number of shares to be underwritten, the underwriters’ representative may limitthe number of Registrable Securities to be included in the Incidental Registration and underwritingin accordance with Section 4.2(c) of the Existing Registration Rights Agreement; *provided, however*,that in no event shall securities of the Purchaser be excluded from any registration if securitiesof NGM or any of its Affiliates (other than the Company and holders of registration rights grantedpursuant to the Existing Registration Rights Agreement) are included in such registration.          (c) *Withdrawal in Incidental Registration*. If any Holder disapproves of the terms of anyunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and theunderwriters’ representative delivered within fourteen (14) days after the Holder is notified ofthe terms of any underwriting by the Company. Any Registrable Securities or other securitiesexcluded or withdrawn from the underwriting shall be withdrawn from the Incidental Registration.     SECTION 4 REGISTRATION PROCEDURES.          The following provisions shall apply to the Relevant Registration Statement filed pursuant toSection 2 or Section 3, as the case may be.          4.1 The Company shall:          (1) prepare and file with the Commission a registration statement on any form which may beutilized by the Company and which shall permit the disposition of the Registrable Securities inaccordance with the intended method or methods thereof, as specified in writing by the Holders ofthe Registrable Securities, and use its reasonable efforts to cause such registration statement tobecome effective in accordance with Section 2.1 or 3.1 above, as the case may be;          (2) before filing any Relevant Registration Statement or Prospectus or any amendments orsupplements thereto with the Commission, furnish to the Purchaser copies of all such documentsproposed to be filed and use reasonable consideration to any comments as the Purchaser shallreasonably propose within three (3) Business Days of the delivery of such copies to the Purchaser;
 

 
          (3) use its reasonable efforts to prepare and file with the Commission such amendments andpost-effective amendments to the Relevant Registration Statement and file with the Commission anyother required document as may be necessary to keep such Relevant Registration Statementcontinuously effective until the expiration of the Effective Period (except to the extent permittedunder Section 4.2); cause the related Prospectus to be supplemented by any required prospectussupplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions thenin force) under the Securities Act; and comply with the provisions of the Securities Act applicableto it with respect to the disposition of all Registrable Securities covered by such RelevantRegistration Statement during the Effective Period (except to the extent permitted under Section4.2) in accordance with the intended methods of disposition by the sellers thereof set forth insuch Relevant Registration Statement as so amended or such Prospectus as so supplemented;          (4) promptly notify the Notice Holders of Registrable Securities (A) when such RelevantRegistration Statement or the Prospectus included therein or any amendment or supplement to theProspectus or post-effective amendment has been filed with the Commission, and, with respect tosuch Relevant Registration Statement or any post-effective amendment, when the same has becomeeffective, (B) of any request, following the effectiveness of the Relevant Registration Statement,by the Commission or any other Federal or state governmental authority for amendments orsupplements to the Relevant Registration Statement or related Prospectus or for additionalinformation, (C) of the issuance by the Commission of any stop order suspending the effectivenessof such Relevant Registration Statement or the initiation or written threat of any proceedings forthat purpose, including the receipt by the Company of any notice of objection of the Commission tothe use of a Relevant Registration Statement or any post-effective amendment thereto pursuant toRule 401(g)(2) under the Securities Act, (D) of the receipt by the Company of any notification withrespect to the suspension of the qualification of the Registrable Securities for sale in anyjurisdiction or the initiation or written threat of any proceeding for such purpose, (E) of theoccurrence of (but not the nature of or details concerning) any material event or the existence ofany material fact (a “Material Event”) as a result of which any Relevant RegistrationStatement shall contain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein not misleading, or anyProspectus shall contain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading (*provided, however*, that no notice by theCompany shall be required pursuant to this clause (E) in the event that the Company either promptlyfiles a prospectus supplement to update the Prospectus or a Form 6-K or other appropriate ExchangeAct report that is incorporated by reference into the Relevant Registration Statement, which, ineither case, contains the requisite information with respect to such Material Event that results insuch Relevant Registration Statement no longer containing any untrue statement of material fact oromitting to state a material fact necessary to make the statements contained therein notmisleading) or (F) of the determination by the Company that a post-effective amendment to the Relevant RegistrationStatement will be filed with the Commission, which notice may, at the discretion of the Company (oras required pursuant to Section 4.2), state that it constitutes a Deferral Notice, in which eventthe provisions of Section 4.2 shall apply;
 

 
          (5) prior to any public offering of the Registrable Securities pursuant to the RelevantRegistration Statement, (i) use its reasonable best efforts to register or qualify or cooperatewith the Notice Holders in connection with the registration or qualification (or exemption fromsuch registration or qualification) of such Registrable Securities for offer and sale under thesecurities or, if required, Blue Sky laws of such jurisdictions within the United States as anyNotice Holders reasonably requests in writing (which requests included in the Notice andInformation Summary), (ii) use its reasonable efforts to keep each such registration orqualification (or exemption therefrom) effective during the Effective Period in connection withsuch Notice Holder’s offer and sale of Registrable Securities pursuant to such registration orqualification (or exemption therefrom) and (iii) do any and all other acts or things necessary oradvisable to enable the disposition in such jurisdictions of such Registrable Securities in themanner set forth in the Relevant Registration Statement and the related Prospectus; *provided*thatthe Company and NGM s will not be required to (i) qualify generally to do business in anyjurisdiction where it is not then so qualified or (ii) take any action which would subject it togeneral service of process or to taxation in any such jurisdiction where it is not then so subject;          (6) use its reasonable best efforts to prevent the issuance of, and if issued, to obtain thewithdrawal of any order suspending the effectiveness of the Relevant Registration Statement or, inthe event of an objection of the Commission pursuant to Rule 401(g)(2), promptly file an amendmentto such Relevant Registration Statement on the proper form, and to obtain the lifting of anysuspension of the qualification of any of the Registrable Securities for sale in any jurisdictionin which they have been qualified for sale, in each case at the earliest practicable date;          (7) upon reasonable notice, for a reasonable period prior to the filing of the RelevantRegistration Statement, and throughout the Effective Period (i) make reasonably available forinspection by a representative of, and Special Counsel acting for, Majority Holders of theRegistrable Securities being sold and any underwriter (if any) (and its counsel), participating inany disposition of Registrable Securities pursuant to such Relevant Registration Statement, allrelevant financial and other records, pertinent corporate documents and properties of the Companyand its subsidiaries and (ii) use reasonable efforts to cause their officers, directors, employees,accountants and counsel supply all relevant information reasonably requested by suchrepresentative, Special Counsel or any such underwriter in connection with such RelevantRegistration Statement, in each case as is customary for similar “due diligence” examinations;*provided, however*, that such persons shall first agree in writing with the Company that such personwill not engage in any transaction involving Company securities in violation of applicable law(including without limitation federal securities laws prohibiting trading on the basis of materialnon-public information) and that any information that is confidential at the time of delivery ofsuch information shall be kept confidential by such persons and shall be used solely for thepurposes of exercising rights under this Agreement, unless such records, information or documentssubsequently enter the public domain (other than as a consequence of the breach of this clause bythe Majority Holders); providedfurther, that the foregoing inspectionand information gathering shall, to the greatest extent possible, be coordinated on behalf ofall the Notice Holders and the other parties entitled thereto by the Special Counsel.          (8) if requested by the Majority Holders of the Registrable Securities being sold in anunderwriting, their Special Counsel or the managing underwriters (if any) in
 

 
connection with such Relevant Registration Statement, use its reasonable best efforts to cause (i) its counsel todeliver an opinion relating to the Relevant Registration Statement and the Securities in customaryform, (ii) its officers to execute and deliver all customary documents and certificates requestedby the Majority Holders of the Securities being sold, their Special Counsel or the managingunderwriters (if any) and (iii) its independent registered public accounting firm to provide aletter confirming that they are an independent registered public accounting firm within the rulesand regulations adopted by the Commission and the Public Accounting Oversight Board (United States)and as required by the Securities Act with, in the case of an amendment or supplement that includesaudited financial information, such changes as may be necessary to reflect the amended orsupplemented financial information;          (9) if reasonably requested by the Purchaser or any Notice Holder in writing, incorporate in aprospectus supplement or post-effective amendment to the Relevant Registration Statement suchinformation as the Purchaser or such Notice Holder shall, on the basis of a written opinion ofnationally-recognized counsel experienced in such matters, determine to be required to be includedtherein by applicable law and, if the Company determines pursuant hereto to give effect to suchrequest, to make any required filings of such prospectus supplement or such post-effectiveamendment; *provided*, that the Company shall not be required to take any actions under this Section4.1(9) that are not, in the reasonable opinion of counsel for the Company, in compliance withapplicable law;          (10) promptly furnish to each Notice Holder and the Purchaser, upon their request and withoutcharge, at least one (1) conformed copy of the Relevant Registration Statement and any amendmentsthereto, including financial statements but excluding schedules, all documents incorporated ordeemed to be incorporated therein by reference and all exhibits; *provided, however*, that theCompany shall have no obligation to deliver to Notice Holders or the Purchaser a copy of anyamendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwisepublicly available on the Company’s website;          (11) during the Effective Period, deliver to each Notice Holder in connection with any sale ofRegistrable Securities pursuant to the Relevant Registration Statement, without charge, at leastone copy of the Prospectus relating to such Registrable Securities (including each preliminaryprospectus) and any amendment or supplement thereto; and the Company hereby consents (except duringsuch periods that a Deferral Notice is outstanding and has not been revoked) to the use of suchProspectus or each amendment or supplement thereto by each Notice Holder in connection with anyoffering and sale of the Registrable Securities covered by such Prospectus or any amendment orsupplement thereto in the manner set forth therein; and          (12) cooperate with the Notice Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be sold pursuant to the Relevant RegistrationStatement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may request in writing at least two (2)Business Days prior to sales of Securities pursuant to such Relevant Registration Statement;*provided*that nothing herein shall require the Company to deliver certificated Shares to anybeneficial holder of Shares.
 

 
          4.2 Upon (A) the issuance by the Commission of a stop order suspending the effectiveness ofthe Relevant Registration Statement or the initiation of proceedings with respect to the RelevantRegistration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence orthe existence of any Material Event as a result of which any Relevant Registration Statementshall contain any untrue statement of a material fact or omit to state any material fact requiredto be stated therein or necessary to make the statements therein not misleading, or anyProspectus shall contain any untrue statement of a material fact or omit to state any materialfact required to be stated therein or necessary to make the statements therein, in the light ofthe circumstances under which they were made, not misleading, or (C) the occurrence or existenceof any corporate development that, in the discretion of the Company, makes it appropriate tosuspend the availability of the Relevant Registration Statement and the related Prospectus, theCompany will (i) in the case of clause (B) or (C) above, subject to the third sentence of thisprovision, as promptly as is practicable prepare and file a post-effective amendment to suchRelevant Registration Statement or a supplement to the related Prospectus or any documentincorporated therein by reference or file any other required document that would be incorporatedby reference into such Relevant Registration Statement and Prospectus so that such RelevantRegistration Statement does not contain any untrue statement of a material fact or omit to stateany material fact required to be stated therein or necessary to make the statements therein notmisleading, and such Prospectus does not contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading, asthereafter delivered (or, to the extent permitted by law, made available) to the purchasers ofthe Registrable Securities being sold thereunder (it being understood that the Company may relyon information with respect to a Notice Holder provided by such Notice Holder to the Company foruse in such Prospectus, including, without limitation, the Holder Information), and, in the caseof a post-effective amendment to the Relevant Registration Statement, subject to the thirdsentence of this provision, use reasonable efforts to cause it to be declared effective orotherwise become effective as promptly as is practicable and (ii) give notice to the NoticeHolders that the availability of the Relevant Registration Statement is suspended (a“Deferral Notice”). Upon receipt of any Deferral Notice, each Notice Holder agrees notto sell any Registrable Securities pursuant to the Relevant Registration Statement until suchNotice Holder’s receipt of copies of the supplemented or amended Prospectus provided for inclause (i) above, or until it is advised in writing by the Company that the Prospectus may beused, and has received copies of any additional or supplemental filings that are incorporated ordeemed incorporated by reference in such Prospectus.          The Company will use its reasonable best efforts to ensure that the use of the Prospectusmay be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in thecase of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure ofsuch Material Event would not be prejudicial to or contrary to the interests of the Company or,if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z)in the case of clause (C) above, as soon as, in the discretion of the Company, such suspension isno longer appropriate; *provided*that the period during which the availability of the RelevantRegistration Statement and any Prospectus is suspended (the “Deferral Period”), without the Company incurring any obligation to pay the PenaltyCharge pursuant to Section 2.6, shall not exceed 120 days in the aggregate in any 12 monthperiod.
 

 
          4.3 Each Holder of Registrable Securities agrees that upon receipt of any Deferral Noticefrom the Company, such Holder shall forthwith discontinue (and cause any placement or sales agentor underwriters acting on their behalf to discontinue) the disposition of Registrable Securitiespursuant to the registration statement applicable to such Registrable Securities until suchHolder (i) shall have received copies of such amended or supplemented Prospectus and, if sodirected by the Company, such Holder shall deliver to the Company (at the Company’s expense) allcopies, other than permanent file copies, then in such Holder’s possession of the Prospectuscovering such Registrable Securities at the time of receipt of such notice or (ii) shall havereceived notice from the Company that the disposition of Registrable Securities pursuant to theRelevant Registration may continue.          4.4 The Company may requires each Holder of Registrable Securities as to which anyregistration pursuant to Section 2.1 or 3.1, as the case may be, is being effected to furnish tothe Company such information regarding such Holder and such Holder’s intended method ofdistribution of such Registrable Securities as the Company may from time to time reasonablyrequest in writing, but only to the extent that such information is required in order to complywith the Securities Act. Each such Holder agrees to notify the Company as promptly aspracticable of any inaccuracy or change in information previously furnished by such Holder to theCompany or of the occurrence of any event in either case as a result of which any Prospectusrelating to such registration contains or would contain an untrue statement of a material factregarding such Holder or such Holder’s intended method of disposition of such RegistrableSecurities or omits to state any material fact regarding such Holder or such Holder’s intendedmethod of disposition of such Registrable Securities required to be stated therein or necessaryto make the statements therein not misleading, and promptly to furnish to the Company anyadditional information required to correct and update any previously furnished information orrequired so that such Prospectus shall not contain, with respect to such Holder or thedisposition of such Registrable Securities, an untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary to make the statements thereinnot misleading.          4.5 The Company shall comply with all applicable rules and regulations of the Commission tothe extent and so long as they are applicable to any Relevant Registration Statement.          4.6 The Company shall use its reasonable efforts to provide such information as is requiredfor any filings required to be made with the FINRA.          4.7 The Company shall enter into such customary and reasonable agreements and take all suchother necessary, reasonable and lawful actions in connection therewith (including those requestedby the Majority Holders of the Registrable Securities covered by the Relevant RegistrationStatement) in order to expedite or facilitate disposition of such Registrable Securities.     SECTION 5 HOLDER’S OBLIGATIONS.     Each Holder agrees, by acquisition of the Registrable Securities, that no Holder ofRegistrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the
 

 
Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder hasfurnished the Company with a Notice and Information Summary as required pursuant to Sections 2.1and 2.5 hereof (including the information required to be included in such Notice and InformationSummary) and the information set forth in the next sentence. Each Notice Holder agrees promptly tofurnish to the Company all information required to be disclosed in order to make the informationpreviously furnished to the Company by such Notice Holder not misleading and any other informationregarding such Notice Holder and the distribution of such Registrable Securities as may be requiredto be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commissioncomments or as the Company may from time to time reasonably request. Each Holder agrees to keepconfidential the receipt of any Deferral Notice and the contents thereof, except as requiredpursuant to applicable law.     Each Holder further agrees not to sell any Registrable Securities pursuant to the ShelfRegistration Statement without delivering, or causing to be delivered, a Prospectus to thepurchaser thereof and, following termination of the Effective Period, to notify the Company, withinten (10) Business Days of a request by the Company, of the amount of Registrable Securities soldpursuant to the Shelf Registration Statement and, in the absence of a response, the Company mayassume that all of the Holder’s Registrable Securities were so sold.     SECTION 6 REGISTRATION EXPENSES.     NGM agrees to bear and to pay or cause to be paid promptly upon request being made therefor bythe Company all expenses incident to the performance by the Company of its obligations under thisAgreement or compliance with this Agreement, including, but not limited to, (a) all Commission andany FINRA registration and filing fees and expenses, (b) all fees and expenses in connection withthe qualification of the Securities for offering and sale under the state securities and Blue Skylaws referred to in Section 4.1(5) hereof, including reasonable fees and disbursements of onecounsel for the placement agent or underwriters, if any, in connection with such qualifications,(c) all expenses relating to the preparation, printing, distribution and reproduction of theRelevant Registration Statement, the related Prospectus and each amendment or supplement to each ofthe foregoing, the certificates representing the Securities and all other documents relatinghereto, (d) fees, disbursements and expenses of counsel and independent certified publicaccountants of the Company (including the expenses of any opinions or “cold comfort” lettersrequired by or incident to such performance and compliance) and (e) reasonable fees, disbursementsand expenses of not more than one counsel for the Holders of Registrable Securities retained inconnection with the Relevant Registration Statement, as selected by the Holders and consented to bythe Company, with consent shall not be unreasonably withheld (“Special Counsel”), and fees,expenses and disbursements of any other Persons, including special experts, retained by the Companyin connection with such registration (collectively, the “Registration Expenses”). To theextent that any Registration Expenses are incurred, assumed or paid by any Holder of RegistrableSecurities or any underwriter or placement agent therefor, the Company shall reimburse such Personfor the full amount of the Registration Expenses so reasonably incurred, assumed or paid promptly after receipt of a documented request therefor.Notwithstanding the foregoing, the Holders of the Registrable Securities participating in anyUnderwritten Offering shall pay all underwriting discounts and commissions, placement agent fees,brokerage fees and commissions and transfer taxes attributable to the sale or disposition of
 

 
suchRegistrable Securities and the fees and disbursements of any counsel or other advisors or expertsretained by such Holders (severally or jointly).     SECTION 7 INDEMNIFICATION.          7.1 The Company and NGM shall jointly and severally indemnify and hold harmless each Holder(including, without limitation, the Purchaser), its Affiliates, their respective officers,directors, employees, representatives and agents, and each person, if any, who controls suchHolder within the meaning of the Securities Act or the Exchange Act (collectively referred to as“Holder Indemnified Parties”) from and against any loss, claim, damage or liability,joint or several, or any action in respect thereof, relating to purchases and sales ofRegistrable Securities and to which a Holder Indemnified Party may become subject to, whetherthreatened or commenced, under the Securities Act, the Exchange Act, any Blue Sky laws or anyother federal or state statutory law or regulation, insofar as such loss, claim, damage,liability or action arises out of, or is based upon, (i) any untrue statement or alleged untruestatement of a material fact contained in any such Relevant Registration Statement, Prospectus,or issuer Free Writing Prospectus or (ii) any omission or alleged omission to state therein amaterial fact required to be stated therein or, in the case of a Prospectus, necessary in orderto make the statements therein, in the light of the circumstances under which they were made, notmisleading, and shall reimburse each Holder Indemnified Party promptly upon demand for any legalor other expenses reasonably incurred by that Holder Indemnified Party in connection withinvestigating or defending or preparing to defend against or appearing as a third party witnessin connection with any such loss, claim, damage, liability or action as such expenses areincurred; *provided, however*, that the Company and NGM shall not be liable in any such case to theextent that any such loss, claim, damage, liability or action arises out of, or is based upon, anuntrue statement or alleged untrue statement in or omission or alleged omission from any of suchdocuments in reliance upon and in conformity with any information provided by or on behalf of aHolder (including Purchaser) in writing to the Company expressly for use in the RelevantRegistration Statement, Prospectus, or Free Writing Prospectus (the “HolderInformation”), including, without limitation, information provided to the Company by suchHolder in a Notice and Information Summary; and *provided, further*, that with respect to any suchuntrue statement in or omission from any related preliminary prospectus, the indemnity agreementcontained in this Section 7.1 shall not inure to the benefit of any Holder Indemnified Party fromwhom the person asserting any such loss, claim, damage, liability or action received Securitiesto the extent that such loss, claim, damage, liability or action of or with respect to suchHolder Indemnified Party results from the fact that both (A) a copy of the final prospectus wasnot sent or given to such person at or prior to the written confirmation of the sale of suchSecurities to such person and (B) the untrue statement in or omission from the relatedpreliminary prospectus was corrected in the final prospectus unless, in either case, such failureto deliver the final Prospectus was a result of non-compliance by the Company and NGM withSection 4. In addition, no Holder Indemnified Party (including Purchaser) shall be entitled tothis indemnity to the extent such loss, damage, expense, liability, claim or action arises out ofa disposition, pursuant to a Registration Statement, of Registrable Securities by such Holder during a Deferral Period,provided such Holder received, prior to such disposition, a Deferral Notice with respect to suchDeferral Period. The Company or NGM will not be liable for any indemnity claims to any HolderIndemnified Party hereunder in excess of the amount of net proceeds received by
 

 
such Holder fromthe sale of Registrable Securities pursuant to such Relevant Registration Statement unless suchliability is the direct result of the Company or NGM ‘s gross negligence, willful misconduct orfraud. This indemnity agreement shall be in addition to any liability that the Company and NGMmay otherwise have.          7.2 Each affiliated Holder shall, jointly and severally, and each non-affiliated Holdershall, severally and not jointly, indemnify and hold harmless the Company, NGM, their Affiliates,the officers, directors, employees, representatives and agents of each of the Company, NGM andtheir Affiliates, and each person, if any, who controls the Company or NGM within the meaning ofthe Securities Act or the Exchange Act (collectively referred to as the “Company IndemnifiedParties”), from and against any loss, claim, damage or liability, joint or several, or anyaction in respect thereof, to which the Company Indemnified Party may become subject, under theSecurities Act, the Exchange Act, applicable Blue Sky laws or any other federal or statestatutory law or regulation, insofar as such loss, claim, damage, liability or action arises outof, or is based upon, (A) any untrue statement or alleged untrue statement of a material factcontained in and in conformity with the Holder Information, or arises out of or is based upon anyomission or alleged omission to state a material fact in connection with such Holder Information,which material fact was not contained in such Holder Information, and which material fact waseither reasonably requested by the Company and required to be stated in any RegistrationStatement or Prospectus, or any amendment or supplement thereto, or necessary to make such HolderInformation not misleading, (B) a sale, by such Holder, pursuant to a Registration Statement, ofRegistrable Securities during a Deferral Period, provided that the Company shall have theretoforeprovided such Holder with a Deferral Notice with respect to such Deferral Period or (C) a publicsale of Registrable Securities by such Holder without delivery, if required by the SecuritiesAct, of the most recent applicable Prospectus provided to such Holder by the Company pursuant tothis Agreement; and, subject to the limitation set forth in the immediately preceding clause,each Holder shall reimburse, as incurred, the Company Indemnified Party for any legal or otherexpenses reasonably incurred by the Company Indemnified Party in connection with investigating ordefending or preparing to defend against or appearing as a third party witness in connection withany such loss, claim, damage or liability, joint or several, or any action in respect thereof;*provided, however*, that no such Holder shall be liable for any indemnity claims hereunder inexcess of the amount of net proceeds received by such Holder from the sale of Securities pursuantto such Relevant Registration Statement unless such liability is the direct result of theHolder’s gross negligence, willful misconduct or fraud. This indemnity agreement will be inaddition to any liability which any such Holder may otherwise have.          7.3 Promptly after receipt by an indemnified party under this Section 7 of notice of anyclaim or the commencement of any action, the indemnified party shall, if a claim in respectthereof may be made against the indemnifying party pursuant to Section 7.1 or 7.2, promptlynotify the indemnifying party in writing of the claim or the commencement of that action and theindemnifying person shall have the option to assume the defense of such claim or action,including the employment of counsel reasonably satisfactory to the indemnified party and payment of all fees and expenses; *provided, however*, that the failure to notifythe indemnifying party shall not relieve it from any liability which it may have under thisSection 7 except to the extent that it has been materially prejudiced (through the forfeiture ofsubstantive rights or defenses) by such failure; and *provided, further*, that the failure tonotify
 

 
the indemnifying party shall not relieve it from any liability which it may have to anindemnified party otherwise than under this Section 7. After notice from the indemnifying partyto the indemnified party of its election to assume the defense of such claim or action, theindemnifying party shall not be liable to the indemnified party under this Section 7 for anylegal or other expenses subsequently incurred by the indemnified party in connection with thedefense thereof other than the reasonable costs of investigation; *provided, however*, that anindemnified party shall have the right to employ its own counsel in any such action, but thefees, expenses and other charges of such counsel for the indemnified party will be at the expenseof such indemnified party unless (1) the employment of counsel by the indemnified party has beenauthorized in writing by the indemnifying party, (2) the indemnified party has reasonablyconcluded (based upon advice of counsel to the indemnified party) that there may be legaldefenses available to it or other indemnified parties that are different from or in addition tothose available to the indemnifying party, (3) a conflict or potential conflict exists (basedupon advice of counsel to the indemnified party) between the indemnified party and theindemnifying party (in which case the indemnifying party will not have the right to direct thedefense of such action on behalf of the indemnified party) or (4) the indemnifying party has notin fact employed counsel reasonably satisfactory to the indemnified party to assume the defenseof such action within a reasonable time after receiving notice of the commencement of the action,in each of which cases the reasonable fees, disbursements and other charges of counsel will be atthe expense of the indemnifying party or parties. It is understood that the indemnifying partyor parties shall not, in connection with any proceeding or related proceedings in the samejurisdiction, be liable for the reasonable fees, disbursements and other charges of more than oneseparate firm of attorneys (in addition to any local counsel) at any one time for all suchindemnified party or parties. Each indemnified party, as a condition of the indemnity agreementscontained in Sections 7.1 and 7.2, shall use all reasonable efforts to cooperate with theindemnifying party in the defense of any such action or claim. No indemnifying party shall beliable for any settlement of any such action effected without its written consent (which consentshall not be unreasonably withheld), but if settled with its written consent or if there be afinal judgment for the plaintiff in any such action, the indemnifying party agrees to indemnifyand hold harmless any indemnified party from and against any loss or liability by reason of suchsettlement or judgment or if (i) the indemnifying party has not paid the expenses and fees forwhich it is liable thirty (30) days after notice by the indemnified party of request forreimbursement and (ii) such indemnified party shall have given such indemnifying party at leastthirty (30) days’ prior notice of its intention to settle. No indemnifying party shall, withoutthe prior written consent of the indemnified party (which consent shall not be unreasonablywithheld), effect any settlement of any pending or threatened proceeding in respect of which anyindemnified party is or could have been a party and indemnity could have been sought hereunder bysuch indemnified party, unless such settlement (i) includes an unconditional release of suchindemnified party from all liability on claims that are the subject matter of such proceeding and(ii) does not include a statement or admission of fault, culpability or a failure to act, by oron behalf of the indemnified party.          7.4 The provisions of this Section 7 and Section 8 shall remain in full force and effect,regardless of any investigation made by or on behalf of any Holder, the Company, NGM, or any ofthe indemnified Persons referred to in this Section 7 and Section 8, and shall survive the saleby a Holder of securities covered by the Relevant Registration Statement.
 

 
          7.5 Notwithstanding any other provisions in this Section 7 and Section 8, the indemnifiedparties shall not be entitled to recover from the indemnifying parties for any losses, claims,damages, liabilities or actions under this Section 7 and Section 8 unless and until the totalamount of all such losses, claims, damages, liabilities or actions indemnifiable hereunderexceeds US$100,000, provided that when such amount is exceeded, the indemnifying parties shall beliable for all amount in excess of the first US$100,000. In any event, the indemnifying parties’total liability for any losses, claims, damages, liabilities or actions under this Section 7 andSection 8 shall not exceed the Purchase Price allocable to the relevant Holders.     SECTION 8 CONTRIBUTION*.*     If the indemnification provided for in Section 7 is unavailable or insufficient to holdharmless an indemnified party under Section 7.1 or 7.2, then each indemnifying party shall, in lieuof indemnifying such indemnified party, contribute to the amount paid or payable by suchindemnified party as a result of such loss, claim, damage or liability, or action in respectthereof, (i) in such proportion as shall be appropriate to reflect the relative benefits receivedby the Company and NGM from the offering and sale of the Company securities, on the one hand, and aHolder with respect to the sale by such Holder of Registrable Securities, on the other, or (ii) ifthe allocation provided by clause (i) above is not permitted by applicable law or not applicable tothe situation, in such proportion as is appropriate to reflect not only the relative benefitsreferred to in clause (i) above but also the relative fault of the Company and NGM on the one handand such Holder (including the Purchaser) on the other with respect to the statements or omissionsthat resulted in such loss, claim, damage or liability, or action in respect thereof, as well asany other relevant equitable considerations. The relative benefits received by the Company and NGMon the one hand and a Holder on the other with respect to such offering and such sale shall bedeemed to be in the same proportion as the total net proceeds from the offering of the RegistrableSecurities (before deducting expenses) received by or on behalf of the Company and NGM, on the onehand, and the total the total net proceeds from the sale of Registrable Securities by such Holderon the other. The relative fault shall be determined by reference to, among other things, whetherthe untrue or alleged untrue statement of a material fact or the omission or alleged omission tostate a material fact relates to the Company and NGM or information supplied by the Company and NGMon the one hand, or to any information relates to the Holder or planned disposition of theRegistrable Securities or supplied by such Holder on the other, the intent of the parties and theirrelative knowledge, access to information and opportunity to correct or prevent such untruestatement or omission. The parties hereto agree that it would not be just and equitable ifcontributions pursuant to this Section 8 were to be determined by *pro rata*allocation or by anyother method of allocation that does not take into account the equitable considerations referred toherein.     The amount paid or payable by an indemnified party as a result of the loss, claim, damage orliability, or action in respect thereof, referred to above in this Section 8 shall be deemed toinclude, for purposes of this Section 8, any legal or other expenses reasonably incurred by suchindemnified party in connection with investigating or defending or preparing to defend any suchaction or claim.
 

 
     Notwithstanding the provisions of this Section 8, an indemnifying party that is a Holder ofSecurities shall not be required to contribute any amount in excess of the amount by which thetotal price at which the Securities sold by such indemnifying party to any purchaser exceeds theamount of any damages which such indemnifying party has otherwise paid or become liable to pay byreason of any untrue or alleged untrue statement or omission or alleged omission unless such partyis guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the SecuritiesAct) with respect to such statement or omission. No person guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution fromany person who was not guilty of such fraudulent misrepresentation.     SECTION 9 RULE 144A AND RULE 144.     Before the end of the Effective Period, so long as any Registrable Securities remainoutstanding, the Company shall use its reasonable best efforts to file the reports required to befiled by it under Rule 144A(d)(4) under the Securities Act and the Exchange Act in a timely mannerand, if at any time the Company is not required to file such reports under the Exchange Act, itwill, upon the reasonable written request of any Holder of Registrable Securities, make publiclyavailable other information so long as necessary to permit sales of such Holder’s securitiespursuant to Rules 144 and 144A and customarily required in connection with sales pursuant to suchexemptions. The Company covenants that it will take such further action as any Holder ofRegistrable Securities may reasonably request, all to the extent required from time to time toenable such Holder to sell Registrable Securities without registration under the Securities Actwithin the limitation of the exemptions provided by Rules 144 and 144A (including, withoutlimitation, the requirements of Rule 144A(d)(4)) and customarily taken in connection with salespursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, theCompany shall deliver to such Holder a written statement as to whether the Company has duly filedall reports required to be filed by it under Section 13 or 15(d) of the Exchange Act during thepreceding twelve (12) months, unless such a statement has been included in the Company’s mostrecent report filed with the Commission pursuant to Section 13 or Section 15(d) of the ExchangeAct. Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to require theCompany to register any of its securities pursuant to the Exchange Act.     SECTION 10 UNDERWRITTEN REGISTRATIONS     Notwithstanding anything herein to the contrary, in no event shall Registrable Securities beoffered and sold pursuant hereto through a Shelf Registration Statement pursuant to an UnderwrittenOffering without the prior written agreement of the Company. No Person may participate in anyunderwritten registration hereunder unless such Person (i) agrees to sell such Person’s RegistrableSecurities on the basis reasonably provided in any underwriting arrangements approved by theCompany and (ii) completes and executes all questionnaires, powers of attorney, indemnities,underwriting agreements and other documents reasonably required under the terms of suchunderwriting arrangements.     SECTION 11 MISCELLANEOUS.          11.1 Amendments and Waivers. The provisions of this Agreement may not be amended,modified or supplemented, and waivers or consents to departures from the
 

 
provisions hereof maynot be given, unless the Company has obtained the written consent of Majority Holders; provided,however, that, no consent is necessary from any of the Holders in the event that this Agreementis amended, modified or supplemented for the purpose of curing any ambiguity, defect orinconsistency that does not adversely affect the rights of any Holders. Notwithstanding theforegoing, a waiver or consent to depart from the provisions hereof with respect to a matter thatrelates exclusively to the rights of Holders whose Securities are being sold pursuant to theRelevant Registration Statement and that does not directly or indirectly affect the rights ofother Holders may be given by Holders of a majority in aggregate amount of the RegistrableSecurities being sold by such Holders pursuant to the Relevant Registration Statement. EachHolder of Registrable Securities outstanding at the time of any such amendment, modification,supplement, waiver or consent or thereafter shall be bound by any such amendment, modification,supplement, waiver or consent effected pursuant to this Section 11.1, whether or not any notice,writing or marking indicating such amendment, modification, supplement, waiver or consent appearson the Registrable Securities or is delivered to such Holder.          11.2 Notices. All notices and other communications provided for or permittedhereunder shall be made in writing by hand-delivery, first-class mail, telecopier or air courierguaranteeing next-day delivery:          (1) If to the Company, to:Simcere Pharmaceutical Group