**AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT**          AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 18, 2009 (as amendedand restated, this “Agreement”), between NEW-WAVE INVESTMENT HOLDING COMPANY LIMITED, acompany organized under the laws of the British Virgin Islands (“New-Wave”), and SINACORPORATION, a company organized under the laws of the Cayman Islands (the “Company”).          WHEREAS, the Company and New-Wave entered into a Subscription Agreement dated September 21,2009 (the “Subscription Agreement”; capitalized terms used but not defined in thisAgreement shall have the meanings ascribed to them in the Subscription Agreement), pursuant towhich, upon the terms and subject to the conditions thereof, New-Wave will acquire, on the ClosingDate (as defined below) 5,608,612 ordinary shares (the “Subscription Shares”) of theCompany, par value US$0.133 each (the “Shares”);          WHEREAS, in connection with the transfer of the Subscription Shares, the Company and New-Waveentered into a Registration Rights Agreement dated September 22, 2009 (the “OriginalAgreement”) pursuant to which the Company agreed to provide New-Wave certain registrationrights with respect to the Subscription Shares;          WHEREAS, New-Wave and Merrill Lynch International (the “Lender”) have entered into aMargin Loan Agreement, dated as of the Closing Date (the “Margin Loan Agreement”);          WHEREAS, New-Wave subsequently entered into a Share Subscription Agreement, dated November 17,2009 (the “PE Subscription Agreement”, with the persons listed on Schedule 1 hereto(collectively, the “Investors”), pursuant to which New-Wave agreed to issue and sell toeach Investor, and each Investor has agreed to subscribe for and purchase from New-Wave preferredshares of New-Wave, par value $0.01 per share (the “Preferred Shares”);          WHEREAS, in connection with the issuance of the Preferred Shares to the Investors pursuant tothe PE Subscription Agreement, the Company and New-Wave desire to enter into this Agreement toamend and restate the Original Agreement in its entirety with effect from the Closing Date; and          WHEREAS, certain terms used in this Agreement are defined in Section 1.          NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenantshereinafter set forth, and for other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto hereby agree as follows:          1. Definitions.          (a) For purposes of this Agreement:
 

 
          “affiliate” of a specified person means a person who, directly or indirectly throughone or more intermediaries, controls, is controlled by, or is under common control with, suchspecified person.          “Closing Date” has the meaning ascribed to such term in the Subscription Agreement.          “control” (including the terms “controlled by” and “under common controlwith”), with respect to the relationship between or among two or more Persons, means thepossession, directly or indirectly or as trustee, personal representative or executor, of the powerto direct or cause the direction of the affairs or management of a Person, whether through theownership of voting securities, as trustee, personal representative or executor, by contract,credit arrangement or otherwise.          “Equity Securities” means the ordinary shares of the Company, and all direct orindirect options, warrants, convertible securities or other rights to acquire any ordinary sharesof the Company or securities or instruments exchangeable or exercisable for, or convertible into,ordinary shares of the Company.          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended,and all rules and regulations promulgated thereunder.          “Holder” shall mean New-Wave and any transferee to whom Registrable Securities arepermitted to be transferred from New-Wave; and, in each case, who continues to be entitled to therights and subject to the obligations of a Holder hereunder.          “Lockup Expiration Date” means the date immediately following the sixth-monthanniversary of the Closing Date.          “NASDAQ” means The Nasdaq Stock Market, Inc., or any successor entity thereof.          “person” means any individual, partnership, firm, corporation, limited liabilitycompany, association, trust, unincorporated organization or other entity, as well as any syndicateor group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.          “Registrable Securities” means all and any Shares held by a Holder (including anysecurities issuable or issued or distributed in respect of any such Shares by way of a stockdividend or stock split or in connection with a combination of shares, recapitalization,reorganization, merger, amalgamation, consolidation or otherwise). For purposes of this Agreement,Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statementcovering such Registrable Securities has been declared effective under the Securities Act by theSEC and such Registrable Securities have been disposed of pursuant to such effective RegistrationStatement, (ii) the entire amount of the Registrable Securities proposed to be sold by a Holder ina single sale, in the opinion of counsel satisfactory to the Company and such Holder, each in theirreasonable judgment, may be distributed to the public in the United States pursuant to Rule 144 (orany successor provision then in effect) under the Securities Act in any three-month period, (iii)any such Registrable Securities have been sold in a sale made pursuant to
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Rule 144 (or any successor provision then in effect) under the Securities Act or (iv) suchRegistrable Securities are saleable pursuant to Rule 144(k) under the Securities Act.          “Registration Expenses” means all expenses in connection with or incident to theregistration of Registrable Securities hereunder, including (a) all SEC and any NASDAQ registrationand filing fees and expenses, (b) all fees and expenses in connection with the registration orqualification of Registrable Securities for offering and sale under the securities or “blue sky”laws of any state or other jurisdiction of the United States of America and, in the case of anunderwritten offering, determination of their eligibility for investment under the laws of suchjurisdictions as the managing underwriter or underwriters may reasonably designate, includingreasonable fees and disbursements, if any, of counsel for the underwriters in connection with suchregistrations or qualifications and determination, (c) all expenses relating to the preparation,printing, distribution and reproduction of any Registration Statement required to be filedhereunder, each prospectus included therein or prepared for distribution pursuant hereto, eachamendment or supplement to the foregoing, the expenses of preparing Registrable Securities in aform for delivery for purchase pursuant to such registration or qualification and the expense ofprinting or producing any underwriting agreement(s) and agreement(s) among underwriters and any“blue sky” or legal investment memoranda, any selling agreements and all other documents approvedfor use in writing by the Company to be used in connection with the offering, sale or delivery ofRegistrable Securities, (d) messenger, telephone and delivery expenses of the Company andout-of-pocket travel expenses incurred by or for the Company’s personnel for travel undertaken forany “road show” made in connection with the offering of securities registered thereby, (e) fees andexpenses of any transfer agent and registrar with respect to the delivery of any RegistrableSecurities and any escrow agent or custodian involved in the offering, (f) fees, disbursements andexpenses of counsel of the Company and independent certified public accountants of the Companyincurred in connection with the registration, qualification and offering of the RegistrableSecurities (including the expenses of any opinions or “comfort” letters required by or incident tosuch performance and compliance), (g) fees, expenses and disbursements of counsel and any otherpersons retained by the Company, including special experts retained by the Company in connectionwith such registration, (h) Securities Act liability insurance, if the Company desires suchinsurance and (i) the fees and expenses incurred by the Company and its advisers in connection withthe quotation or listing of Registrable Securities on any securities exchange or automatedsecurities quotation system. Any brokerage commissions attributable to the sale of any of theRegistrable Securities, and any commissions, fees, discounts or, except as specified in theimmediately preceding sentence, expenses of any underwriter or placement agent incurred inconnection with an offering of securities registered in accordance with this Agreement and any feesand expenses of any counsel or other advisors to a Holder and any other out-of-pocket expenses of aHolder shall not be “Registration Expenses.”          “Registration Statement” means a Shelf Registration Statement, a Demand RegistrationStatement or a Piggy-Back Registration Statement, as the case may be.          “Relative” means, in relation to any given person, the spouse, parents, siblings andchildren (natural or legally adopted) of such person and their respective spouses and children (asappropriate).
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          “SEC” means the United States Securities and Exchange Commission, or any successorthereto.          “Securities Act” means the United States Securities Act of 1933, as amended, and allrules and regulations promulgated thereunder.          “Subscription Shares” has the meaning ascribed to such term in the SubscriptionAgreement.          (b) The following terms have the meaning set forth in the Sections set forth below:   **Term** **Section**   Agreement PreambleAnniversary Date 2(b)Blackout Period 5Company PreambleDemand Registration 3(a)Demand Registration Statement 3(a)Effective Period 2(c)Indemnified Party 9(c)Indemnifying Party 9(c)Initial Shelf Registration Date 2(b)Investors RecitalsLender RecitalsMargin Loan Agreement RecitalsMaximum Number of Securities 4(c)New-Wave PreambleOriginal Agreement RecitalsParticipating Piggy-Back Holders 4(b)PE Subscription Agreement RecitalsPiggy-Back Registration 4(a)Piggy-Back Registration Statement 4(a)Preferred Shares RecitalsShares RecitalsShelf Registration Statement 2(b)Subscription Agreement RecitalsSubscription Shares Recitals          (c) Interpretation and Rules of Construction. In this Agreement, except to the extentotherwise provided or that the context otherwise requires:     (i) The headings in this Agreement are for reference purposes only and do not affect inany way the meaning or interpretation of this Agreement;
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     (ii) Whenever the words “include”, “includes” or “including” are used in thisAgreement, they are deemed to be followed by the words “without limitation”;     (iii) The words “hereof”, “herein” and “hereunder” and words of similar import, whenused in this Agreement, refer to this Agreement as a whole and not to any particularprovision of this Agreement;     (iv) The definitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms;     (v) References to a person are also to its successors and permitted assigns; and     (vi) The use of “or” is not intended to be exclusive unless expressly indicatedotherwise.          2. Shelf Registration.          (a) The Company shall use commercially reasonable efforts to file with the SEC and cause to bedeclared effective within thirty (30) Business Days after the Closing Date, and to keep effectivefor a period of one year, a registration statement on Form F-3 or a comparable form under theSecurities Act (to the extent the Company is legally entitled to use Form F-3 or such comparableform), covering all of the Subscription Shares. The Company expressly permits the sale by New-Waveor the Lender, upon the occurrence of an Event of Default (as defined in the Margin LoanAgreement), of the number of Subscription Shares necessary to realize proceeds equal to 110% of theamount of all indebtedness and other obligations owing to the Lender by New-Wave under or inconnection with the Margin Loan Agreement.          (b) After the Lockup Expiration Date and upon receipt of a written request from New-Waverequesting that the Company effect a registration under the Securities Act covering all of part ofthe Registrable Securities, and which notice shall specify the number of Registrable Securities forwhich registration is requested, the Company shall, as soon as is practicable, but in no eventlater than thirty (30) days (excluding any days which occur during a permitted Blackout Periodunder Section 5 below) after receipt of such written request, file with the SEC, and useits reasonable best efforts to cause to be declared effective, a registration statement (a“Shelf Registration Statement”, and the date on which such Shelf Registration Statement isdeclared effective, the “Initial Shelf Registration Date”) on an appropriate form under theSecurities Act relating to all of the Registrable Securities that the Company has been so requestedto register for sale, to the extent required to permit the disposition (in accordance with theintended method or methods of distribution thereof) of the Registrable Securities so registered.The Company shall file with the SEC, and use its reasonable best efforts to cause to be declaredeffective, a Shelf Registration Statement on each of the second and third anniversaries of theClosing Date (each, an “Anniversary Date”) covering the number of Registrable Securitiesfor which registration is requested pursuant to a written notice from New-Wave to the Company atleast thirty (30) days prior to each Anniversary Date.          (c) The Company shall use its reasonable best efforts to keep each Shelf RegistrationStatement continuously effective in order to permit the prospectus included therein
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to be lawfully delivered by the Holders of the Registrable Securities, for a period of six (6)months (or for such longer period if extended pursuant to Section 6(l) below) from theInitial Shelf Registration Date or the relevant Anniversary Date, as the case may be, or suchshorter period that will terminate when all the Registrable Securities covered by the ShelfRegistration Statement have be sold pursuant thereto (each such period, an “EffectivePeriod”).          3. Demand Registration.          (a) After the Lockup Expiration Date and upon receipt of a written request from a Holderrequesting that the Company effect a registration (a “Demand Registration”) under theSecurities Act covering at least 200,000 ordinary shares of the Registrable Securities, and whichnotice shall specify the number of Registrable Securities for which registration is requested, theCompany shall, as soon as practicable, but in any event no later than thirty (30) days (excludingany days which occur during a permitted Blackout Period under Section 5 below) afterreceipt of such written request, file with the SEC and use its reasonable best efforts to cause tobe declared effective, a registration statement (a “Demand Registration Statement”)relating to all of the Registrable Securities that the Company has been so requested to registerfor sale, to the extent required to permit the disposition (in accordance with the intended methodor methods of distribution thereof) of the Registrable Securities so registered.          (b) If the Demand Registration relates to an underwritten public offering and the managingunderwriter of such proposed public offering advises the Company and such Holder that, in itsreasonable opinion, the number of securities requested to be included in the Demand Registration(including securities to be sold by the Company or any other security holder) exceeds the numberwhich reasonably can be sold in such offering within an acceptable price range, then the Companyshall include in such Demand Registration first, the Registrable Securities such Holderproposes to register, and second, any securities the Company proposes to register and anysecurities with respect to which any other security holder has requested registration. The Companyshall not hereafter enter into any agreement which is inconsistent with the rights of priorityprovided in this Section 3(b).          (c) Holders shall be entitled to an aggregate of two (2) registrations of RegistrableSecurities pursuant to this Section 3; provided, that a registration requestedpursuant to this Section 3 shall not be deemed to have been effected for purposes of thisSection 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remainedeffective for the period set forth in Section 6(a) and (iii) the offering of RegistrableSecurities pursuant to such registration is not subject to any stop order, injunction or otherorder or requirement of the SEC.          (d) Notwithstanding anything to the contrary contained herein, the Company shall not berequired to prepare and file (i) more than two (2) Demand Registration Statements in anytwelve-month period, or (ii) any Demand Registration Statement within ninety (90) days followingthe date of effectiveness of any other Registration Statement.          4. Piggy-Back Registration.          (a) If the Company proposes to file on its behalf and/or on behalf of any holder of itssecurities (other than a holder of Registrable Securities) a registration statement
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under the Securities Act on any form (other than a registration statement on Form S-4, F-4 orS-8 (or any successor form) for securities to be offered in a transaction of the type referred toin Rule 145 under the Securities Act or to employees of the Company pursuant to any employeebenefit plan, respectively) for the registration of Shares (a “Piggy-Back Registration”),it shall give written notice to all Holders at least thirty (30) days before the initial filingwith the SEC of such piggy-back registration statement (a “Piggy-Back RegistrationStatement”), which notice shall set forth the number of Shares that the Company and otherholders, if any, then contemplate including in such registration and the intended method ofdisposition of such Shares. The notice shall offer to include in such filing the aggregate numberof Registrable Securities as such Holders may request.          (b) If any Holder desires to have Registrable Securities registered under this Section4 (the “Participating Piggy-Back Holders”), it shall advise the Company in writingwithin ten (10) days after the date of receipt of such offer from the Company of its desire to haveRegistrable Securities registered under this Section 4, and shall set forth the number ofRegistrable Securities for which registration is requested. The Company shall thereupon include,or in the case of a proposed underwritten public offering, use its reasonable best efforts to causethe managing underwriter or underwriters to permit such Holder to include, in such filing thenumber of Registrable Securities for which registration is so requested, subject to paragraph (c)below, and shall use its reasonable best efforts to effect registration of such RegistrableSecurities under the Securities Act.          (c) If the Piggy-Back Registration relates to an underwritten public offering and the managingunderwriter of such proposed public offering advises the Company and the Holders in writing that,in its reasonable opinion, the number of Registrable Securities requested to be included in thePiggy-Back Registration in addition to the securities being registered by the Company or any othersecurity holder would be greater than the total number of securities which can reasonably be soldin the offering without having a material adverse effect on the distribution of such securities orotherwise having a material adverse effect on the marketability thereof (the “Maximum Number ofSecurities”), then:     (i) in the event the Company initiated the Piggy-Back Registration, the Company shallinclude in such Piggy-Back Registration first, the securities the Company proposesto register and second, the securities of all other selling security holders,including the Participating Piggy-Back Holders, to be included in such Piggy-BackRegistration in an amount that together with the securities the Company proposes toregister, shall not exceed the Maximum Number of Securities, such amount to be allocatedamong such selling security holders on a pro rata basis (based on the number of securitiesof the Company held by each such selling security holder); and     (ii) in the event any holder of securities of the Company initiated the Piggy-BackRegistration, the Company shall include in such Piggy-Back Registration first, thesecurities such initiating security holder proposes to register, second*,*thesecurities of any other selling security holders (including the Participating Piggy-BackHolders), in an amount that together with the securities the initiating security holderproposes to register, shall not exceed the Maximum Number of Securities, such amount to beallocated among such other selling security holders on a pro rata basis (based on the numberof securities
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of the Company held by each such selling security holder) and third, anysecurities the Company proposes to register, in an amount that together with the securitiesthe initiating security holder and the other selling security holders propose to register,shall not exceed the Maximum Number of Securities.          (d) the Company shall not hereafter enter into any agreement that is inconsistent with therights of priority provided in Section 4(c).          5. Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a RegistrationStatement required pursuant to Section 2, 3 or 4 hereof during no more thantwo (2) periods aggregating to not more than ninety (90) days in any twelve-month period (each, a“Blackout Period”), in the event that (i) the Company would, in accordance with the adviceof its counsel, be required to disclose in the prospectus information not otherwise then requiredby law to be publicly disclosed and (ii) in the good faith judgment of the Company’s Board ofDirectors, there is a reasonable likelihood that such disclosure, or any other action to be takenin connection with the prospectus, would materially and adversely affect or interfere with anysignificant financing, acquisition, merger, disposition of assets (not in the ordinary course ofbusiness), corporate reorganization or other material transaction or negotiations involving theCompany; provided, however, that (A) a Holder shall be entitled, at any time afterreceiving notice of such delay and before such Demand Registration Statement becomes effective, towithdraw such request and, if such request is withdrawn, such Demand Registration shall not countas one of the permitted Demand Registrations and (B) the Company shall delay during such BlackoutPeriod the filing or effectiveness of any Registration Statement required pursuant to theregistration rights of other holders of any securities of the Company. The Company shall promptlygive the Holders written notice of such determination containing a general statement of the reasonsfor such postponement and an approximation of the anticipated delay. After the expiration of anyBlackout Period (including upon public disclosure of the information that was the reason for suchBlackout Period) and without any further request from any Holder, the Company shall promptly notifythe Holders and shall use its reasonable best efforts to prepare and file with the SEC therequisite Registration Statement or such amendments or supplements to such Registration Statementor prospectus used in connection therewith as may be necessary to cause such Registration Statementto become effective as promptly as practicable thereafter.          6. Registration Procedures. If the Company is required by the provisions of Section 2, 3 or 4to use its reasonable best efforts to effect the registration of any of its securities under theSecurities Act, the Company shall, as soon as practicable, and in the case of a DemandRegistration, no later than thirty (30) days (excluding any days that fall during a permittedBlackout Period under Section 5) after receipt of a written request for a DemandRegistration:     (a) prepare and file with the SEC a Registration Statement with respect to suchsecurities and use its reasonable best efforts to cause such Registration Statement tobecome effective as promptly as practicable and to remain effective for a period of timerequired for the disposition of such Registrable Securities by the Holders thereof but notto exceed one hundred twenty (120) days (except with respect to a Shelf RegistrationStatement which shall remain effective during the Effective Period) excluding any days thatfall during a permitted Blackout Period under Section 5; provided,however, that before filing such Registration Statement or any amendments orsupplements thereto, the
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Company shall furnish to counsel selected by the Holders copies ofall documents proposed to be filed, which documents shall be subject to the review of suchcounsel, and shall in good faith consider incorporating in each such document such changesas such counsel to the Holders reasonably and in a timely manner may suggest. The Companyshall not be deemed to have used its reasonable efforts to keep a Registration Statementeffective during the applicable period if it voluntarily takes any action that would resultin the Holders of such Registrable Securities not being able to sell such RegistrableSecurities during that period, unless such action is required under applicable law;     (b) prepare and file with the SEC such amendments and supplements to such RegistrationStatement and the prospectus used in connection therewith as may be necessary to keep suchRegistration Statement effective and to comply with the provisions of the Securities Actwith respect to the sale or other disposition of all securities covered by such RegistrationStatement until the earlier of such time as all of such securities have been disposed of ina public offering or the expiration of one hundred twenty (120) days (except with respect tothe Shelf Registration Statement, for which such period shall be the Effective Period)(excluding any days that fall during a permitted Blackout Period under Section 5);     (c) furnish to such selling security holders such number of conformed copies of theapplicable Registration Statement and each such amendment and supplement thereto (includingin each case all exhibits), such number of copies of the prospectus contained in suchRegistration Statement (including each preliminary prospectus and any summary prospectus)and any other prospectus, in conformity with the requirements of the Securities Act, andsuch other documents, as such selling security holders may reasonably request;     (d) use its reasonable best efforts to register or qualify the Registrable Securitiesor other securities covered by such Registration Statement under such other securities orblue sky laws of such jurisdictions within the United States and its territories andpossessions as each Holder of such Registrable Securities shall reasonably request, to keepsuch registration or qualification in effect for so long as such Registration Statementremains in effect or until all of the Registrable Securities are sold, whichever is shorter,and to take any other action which may be reasonably necessary or advisable to enable theHolder to consummate the disposition in such jurisdictions of the securities owned by suchHolder (provided, however, that the Company shall not be required inconnection therewith or as a condition thereto to qualify to do business as a foreigncorporation, subject itself to taxation in or to file a general consent to service ofprocess in any jurisdiction where it would not, but for the requirements of this paragraph(d), be obligated to do so) and do such other reasonable acts and things as may be requiredof it to enable such Holder to consummate the disposition in such jurisdiction of thesecurities covered by such Registration Statement;     (e) furnish, at the request of any Holder requesting registration of RegistrableSecurities pursuant to Section 3 or 4, if the method of distribution is bymeans of an underwriting, on the date that the shares of Registrable Securities aredelivered to the underwriters for sale pursuant to such registration, or if such RegistrableSecurities are
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not being sold through underwriters, on the date that the registrationstatement with respect to such shares of Registrable Securities becomes effective, (1) asigned opinion, dated such date, of the independent legal counsel representing the Companyfor the purpose of such registration, addressed to the underwriters, if any, and if suchRegistrable Securities are not being sold through underwriters, then to the Holders makingsuch request, as to such matters as such underwriters or the Holders holding a majority ofthe Registrable Securities included in such registration, as the case may be, may reasonablyrequest; and (2) letters dated such date and the date the offering is priced from theindependent certified public accountants of the Company, addressed to the underwriters, ifany, and if such Registrable Securities are not being sold through underwriters, then to theHolders making such request (i) stating that they are independent certified publicaccountants within the meaning of the Securities Act and that, in the opinion of suchaccountants, the financial statements and other financial data of the Company included inthe Registration Statement or the prospectus, or any amendment or supplement thereto, complyas to form in all material respects with the applicable accounting requirements of theSecurities Act and (ii) covering such other financial matters (including information as tothe period ending not more than five (5) business days prior to the date of such letters)with respect to the registration in respect of which such letter is being given as suchunderwriters or the Holders holding a majority of the Registrable Securities included insuch registration, as the case may be, may reasonably request and as would be customary insuch a transaction;     (f) enter into customary agreements (including if the method of distribution is bymeans of an underwriting, an underwriting agreement containing representations, warrantiesand indemnities in customary form) and take such other actions as are reasonably required inorder to expedite or facilitate the disposition of such Registrable Securities;     (g) otherwise use its reasonable best efforts to comply with all applicable rules andregulations promulgated by the SEC;     (h) use its reasonable best efforts to cause all such Registrable Securities to belisted on each securities exchange or quotation system on which the Shares are listed ortraded;     (i) give written notice to the Holders:     (i) when such Registration Statement, the prospectus or any amendment orsupplement thereto has been filed with the SEC and when such Registration Statementor any post-effective amendment thereto has become effective;     (ii) of any request by the SEC for amendments or supplements to suchRegistration Statement or the prospectus included therein or for additionalinformation;
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     (iii) of the issuance by the SEC of any stop order suspending the effectivenessof such Registration Statement or the initiation of any proceedings for thatpurpose;     (iv) of the receipt by the Company or its legal counsel of any notificationwith respect to the suspension of the qualification of the Shares for sale in anyjurisdiction or the initiation or threatening of any proceeding for such purpose;and     (v) of the happening of any event that requires the Company to make changes insuch Registration Statement or such prospectus in order to make the statementstherein, in light of the circumstances in which they were made, not misleading(which notice shall be accompanied by an instruction to suspend the use of suchprospectus until the requisite changes have been made);     (j) use its reasonable best efforts to prevent the issuance or obtain the withdrawal ofany order suspending the effectiveness of such Registration Statement at the earliestpossible time;     (k) furnish to each Holder, without charge, at least one copy of such RegistrationStatement and any post-effective amendment thereto, including financial statements andschedules, and, if the Holder so requests in writing, all exhibits (including those, if any,incorporated by reference);     (l) upon the occurrence of any event contemplated by Section 6(i)(v) above,promptly prepare a post-effective amendment to such Registration Statement or a supplementto the related prospectus or file any other required document so that, as thereafterdelivered to the Holders, the prospectus shall not contain an untrue statement of a materialfact or omit to state any material fact necessary to make the statements therein, in lightof the circumstances under which they were made, not misleading. If the Company notifiesthe Holders in accordance with Section 6(i)(v) above to suspend the use of theprospectus until the requisite changes to the prospectus have been made, then the Holdersshall suspend use of such prospectus and use its reasonable best efforts to return to theCompany all copies of such prospectus other than permanent file copies then in such Holder’spossession, and the period of effectiveness of such Registration Statement provided forabove shall be extended by the number of days from and including the date of the giving ofsuch notice to the date the Holders shall have received such amended or supplementedprospectus pursuant to this Section 6(l);     (m) make reasonably available for inspection by representatives of the Holders, anyunderwriter participating in any disposition pursuant to such Registration Statement, andany attorney, accountant or other agent retained by such representative or any suchunderwriter all relevant financial and other records, pertinent corporatedocuments and properties of the Company and cause the Company’s officers, directors andemployees to supply all relevant information reasonably requested by such representative orany such underwriter, attorney, accountant or agent in connection with the registration;
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     (n) in connection with any underwritten offering, make appropriate officers and seniorexecutives of the Company available to the selling security holders for meetings withprospective purchasers of Registrable Securities and prepare and present to potentialinvestors customary “road show” material in each case in accordance with the recommendationsof the underwriters and in all respects in a manner reasonably requested and consistent withother new issuances of securities in an offering of a similar size to such offering of theRegistrable Securities; and     (o) use reasonable best efforts to procure the cooperation of the Company’s transferagent in settling any offering or sale of Registrable Securities, including with respect tothe transfer of physical stock certificates into book-entry form in accordance with anyprocedures reasonably requested by the Holders or the underwriters, if any.          It shall be a condition precedent to the obligation of the Company to take any action pursuantto this Agreement in respect of the Registrable Securities which are to be registered at therequest of any Holder that such Holder shall furnish to the Company such information regarding theRegistrable Securities held by such Holder and the intended method of distribution thereof as theCompany shall reasonably request and as shall be required in connection with the action taken bythe Company.          7. Expenses. All Registration Expenses shall be paid by the Company, except that the Holders shall bearand pay any (a) brokerage commissions attributable to the sale of any of the RegistrableSecurities, (b) underwriting commissions and discounts applicable to securities offered for itsaccount in connection with any registrations, filings and qualifications made pursuant to thisAgreement, (c) fees and expenses incurred in respect of counsel to the Holders and (d) any otherout-of-pocket expenses of the Holders.          8. Rule 144 Information. With a view to making available the benefits of certain rules and regulations of the SECwhich may at any time permit the sale of the Registrable Securities to the public withoutregistration, the Company agrees to:     (a) make and keep public information available, as those terms are understood anddefined in Rule 144 under the Securities Act;     (b) use its reasonable best efforts to file with or furnish to the SEC in a timelymanner all reports and other documents required of the Company under the Securities Act andthe Exchange Act; and     (c) furnish to each Holder forthwith upon request a written statement by the Company asto its compliance with the reporting requirements of Rule 144 under the Exchange Act and ofthe Securities Act and the Exchange Act, a copy of the most recent annual or quarterlyreport of the Company, and such other reports and documents so filed or furnished by theCompany as such Holder may reasonably request in availing itself of any rule or regulationof the SEC allowing such Holder to sell any Registrable Securities without registration.     9. Indemnification and Contribution.
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          (a) The Company shall indemnify and hold harmless each Holder, such Holder’s directors andofficers, each agent and any underwriter for the Company (within the meaning of the SecuritiesAct), and each person, if any, who controls such Holder or such agent or underwriter within themeaning of the Securities Act, against any losses, claims, damages or liabilities, joint orseveral, to which they may become subject under the Securities Act or otherwise, insofar as suchlosses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or arebased on any untrue or alleged untrue statement of any material fact contained in a RegistrationStatement on the effective date thereof (including any prospectus filed under Rule 424 under theSecurities Act or any amendments or supplements thereto), or any document incorporated by referencetherein, or arise out of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statements therein notmisleading, and shall reimburse each Holder, such Holder’s directors and officers, such agent orunderwriter or such controlling person for any legal or other expenses reasonably incurred by themin connection with investigating or defending any such loss, claim, damage, liability, proceedingor action; provided, however, that the indemnity agreement contained in thisSection 9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,liability, proceeding or action if such settlement is effected without the consent of the Company(which consent shall not be unreasonably withheld or delayed); providedfurtherthat the Company shall not be liable to the Holder, such Holder’s directors and officers, suchagent or underwriter or such controlling person in any such case for any such loss, claim, damage,liability or action to the extent that it arises out of or is based upon an untrue statement oralleged untrue statement or omission or alleged omission made in connection with a RegistrationStatement, preliminary prospectus, final prospectus or amendments or supplements thereto, inreliance upon and in conformity with written information furnished expressly for use in connectionwith such registration by such Holder, such Holder’s directors or officers, such agent orunderwriter or such controlling person or by such Holder’s failure to furnish the Company, uponrequest, with the information with respect to such Holder or any participating person that is thesubject of the untrue statement or omission. The Company shall not, without the consent of theHolders (which consent shall not be unreasonably withheld or delayed), effect any settlement of anypending or threatened proceeding or action in respect of which any Holder is a party and indemnityhas been sought hereunder by such Holder, unless such settlement includes an unconditional releaseof such Holder from all liability for claims that are the subject matter of such proceeding oraction. Such indemnity shall remain in full force and effect regardless of any investigation madeby or on behalf of such Holder, such Holder’s directors andofficers, such agent or underwriter or such controlling person, and shall survive the transferof such securities by such Holder.          (b) Each Holder requesting or joining in a registration severally and not jointly shallindemnify and hold harmless the Company, each of its directors and officers, each person, if any,who controls the Company within the meaning of the Securities Act, and each agent and anyunderwriter for the Company (within the meaning of the Securities Act) against any losses, claims,damages or liabilities, joint or several, to which the Company or any such director, officer,controlling person, agent or underwriter may become subject, under the Securities Act or otherwise,insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) ariseout of or are based upon any untrue statement or alleged untrue statement of any material factcontained in a Registration Statement on the effective date thereof (including any prospectus filedunder Rule 424 under the Securities Act or any amendments or
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supplements thereto) or arise out ofor are based upon the omission or alleged omission to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading, in each case to theextent, but only to the extent, that such untrue statement or alleged untrue statement or omissionor alleged omission was made in such Registration Statement, preliminary or final prospectus, oramendments orsupplements thereto, in reliance upon and in conformity with written informationfurnished by or on behalf of such Holder expressly for use in connection with such registration,preliminary prospectus, final prospectus or amendments or supplements thereto; and each such Holdershall reimburse any legal or other expenses reasonably incurred by the Company or any suchdirector, officer, controlling person, agent or underwriter in connection with investigating ordefending any such loss, claim, damage, liability or action; provided, however,that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paidin settlement of any such loss, claim, damage, liability or action if such settlement is effectedwithout the consent of such Holder (which consent shall not be unreasonably withheld or delayed),and providedfurther that the liability of a Holder hereunder shall be limited tothe aggregate net proceeds received by such Holder in connection with any offering to which suchregistration under the Securities Act relates. A Holder shall not, without the consent of theCompany (which consent shall not be unreasonably withheld or delayed), effect any settlement of anypending or threatened proceeding or action in respect of which the Company is a party and indemnityhas been sought hereunder by the Company, unless such settlement includes an unconditional releaseof the Company from all liability for claims that are the subject matter of such proceeding oraction.          (c) If the indemnification provided for in this Section 9 from the indemnifying party(the “Indemnifying Party”) is unavailable to any person entitled to indemnificationhereunder (the “Indemnified Party”) in respect of any losses, claims, damages, liabilitiesor expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying theIndemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as aresult of such losses, claims, damages, liabilities or expenses in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party inconnection with the actions which resulted in such losses, claims, damages, liabilities orexpenses, as well as any other relevant equitable considerations. The relative fault of theIndemnifying Party and the Indemnified Party shall be determined by reference to, among otherthings, whether any action in question, including any untrue or alleged untrue statement of amaterial fact or omission or alleged omission to state a material fact, has been made by, orrelates 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 action. The amount paid orpayable by a party as a result of the losses, claims, damages, liabilities and expenses referred toabove shall be deemed to include any legal or other fees or expenses reasonably incurred by suchparty in connection with any investigation or proceeding. If the allocation provided in thisparagraph (c) is not permitted by applicable law, the parties shall contribute based upon therelevant benefits received by the Company from the offering of securities on the one hand and thenet proceeds received by the Holders from the sale of securities on the other.          The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 9(c) were determined by pro rata allocation or by any other method ofallocation which does not take account of the equitable considerations referred to in theimmediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the
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meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any personwho was not guilty of such fraudulent misrepresentation.          (d) The Indemnified Party agrees to give prompt written notice to the Indemnifying Party afterthe receipt by the Indemnified Party of any written notice of the commencement of any action, suit,proceeding or investigation or threat thereof made in writing for which the Indemnified Partyintends to claim indemnification or contribution pursuant to this Agreement; provided, thatthe failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of anyliability that it may have to the Indemnified Party hereunder unless such failure is materiallyprejudicial to the Indemnifying Party. If notice of commencement of any such action is given tothe Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participatein and, to the extent it may wish, to assume the defense of such action at its own expense, withcounsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Partyshall have the right to employ separate counsel in any such action and participate in the defensethereof, but the reasonable fees and expenses of such counsel shall be paid by the IndemnifiedParty unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party failsto assume the defense of such action or (iii) the named parties to any such action (including anyimpleaded parties) have been advised by such counsel that either (A) representation of suchIndemnified Party and the Indemnifying Party by the same counsel would be inappropriate underapplicable standards of professional conduct or (B) there are one or more legal defenses availableto it which are substantially different from or additional to those available to the IndemnifyingParty. No Indemnifying Party shall be liable for any settlement entered into without its writtenconsent, which consent shall not be unreasonably withheld or delayed.          (e) The agreements contained in this Section 9 shall survive the transfer of theRegistrable Securities by any Holder and sale of all the Registrable Securities pursuant to anyRegistration Statement and shall remain in full force and effect, regardless of any investigationmade by or on behalf of any Holder, such Holder’s directors and officers, any person whoparticipates in the offering of Registrable Securities, including underwriters (as defined in theSecurities Act), and any person, if any, who controls any Holder or such participating personwithin the meaning of the Securities Act.          10. Limitations on Registration of Other Securities; Representation. From and after the date of this Agreement, the Company shall not, without the prior writtenconsent of New-Wave, enter into any agreement with any holder or prospective holder of anysecurities of the Company giving such holder or prospective holder any registration rights theterms of which are more favorable taken as a whole than the registration rights granted to theHolders hereunder unless the Company shall also give such rights to the Holders.          11. No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securitiesthat is inconsistent in any material respects with the rights granted to the Holders in thisAgreement.          12. Selection of Managing Underwriters. In the event the Participating Demand Holders have requested an underwritten offering, theunderwriter or underwriters shall be selected by the Holders of a majority of the shares being soregistered and shall be approved by
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the Company, which approval shall not be unreasonably withheldor delayed, provided, (i) that all of the representations and warranties by, and the otheragreements on the part of, the Company to and for the benefit of such underwriters shall also bemade to and for the benefit of such Holders of Registrable Securities, (ii) that any or all of theconditions precedent to the obligations of such underwriters under such underwriting agreementshall be conditions precedent to the obligations of such Holders of Registrable Securities, and(iii) that no Holder shall be required to make any representations or warranties to or agreementswith the Company or the underwriters other than representations, warranties or agreements regardingsuch Holder, the Registrable Securities of such Holder and such Holder’s intended method ofdistribution and any other representations required by law. Subject to the foregoing, all Holdersproposing to distribute Registrable Securities through such underwritten offering shall enter intoan underwriting agreement in customary form with the underwriter or underwriters. If any Holder ofRegistrable Securities disapproves of the terms of the underwriting, such Holder may elect towithdraw all its Registrable Securities by written notice to the Company, the managing underwriterand the other Holders participating in such registration. The securities so withdrawn shall alsobe withdrawn from registration.          13. “Market Stand-off” Agreement. Each Holder hereby agrees that it will not,without the prior written consent of the managing underwriter, during the period commencing on thedate of the final prospectus relating to the registration by the Company for its own behalf ofshares of its Ordinary Shares or any other equity securities under the Securities Act, and endingon the date specified by the Company and the managing underwriter (such period not to exceed ninety(90) days, which period may be extended upon the request of the managing underwriter, to the extentrequired by any NASD rules, for an additional period of up to fifteen (15) days if the Companyissues or proposes to issue an earnings or other public release within fifteen (15) days of theexpiration of the 90-day lockup period), (i) lend; offer; pledge; sell; contract to sell, sell anyoption or contract to purchase; purchase any option or contract to sell; grant any option, right,or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any OrdinaryShares or any securities convertible into or exercisable or exchangeable (directly or indirectly)for Ordinary Shares held immediately before the effective date of the registration statement forsuch offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities,whether any such transaction described in clause (i) or (ii) above is to be settled by delivery ofOrdinary Shares or other securities, in cash, or otherwise. The foregoing provisions of thisSection 13 shall not apply to the sale of any shares to an underwriter pursuant to an underwritingagreement. The underwriters in connection with such registration are intended third-partybeneficiaries of this Section 13 and shall have the right, power, and authority to enforce theprovisions hereof as though they were a party hereto. Each Holder further agrees to execute suchagreements as may be reasonably requested by the underwriters in connection with such registrationthat are consistent with this Section 13 or that are necessary to give further effect thereto. Anydiscretionary waiver or termination of the restrictions of any or all of such agreements by theCompany or the underwriters shall apply pro rata to all Holders subject to such agreements, basedon the number of shares subject to such agreements.          14. Restrictions on Transfer. The Registrable Securities shall not be sold, pledged,or otherwise transferred, and the Company shall not recognize and shall issue stop-transferinstructions to its transfer agent with respect to any such sale, pledge, or transfer, except
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(a)upon the conditions specified in this Agreement, which conditions are intended to ensure compliancewith the provisions of the Securities Act or other applicable securities laws, (b) pursuant to aneffective registration statement or (c) pursuant to Rule 144. A transferring Holder will cause anyproposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder toagree to take and hold such securities subject to the provisions and upon the conditions specifiedin this Agreement.          15. Miscellaneous.          (a) Effectiveness. This Agreement shall become effective on the Closing Date.          (b) Specific Performance. The parties hereto agree that irreparable damage wouldoccur in the event any provision of this Agreement was not performed in accordance with the termshereof and that the parties shall be entitled to specific performance of the terms hereof, inaddition to any other remedy at law or in equity.          (c) Amendments and Waivers.     (i) Any provision of this Agreement may be amended or waived only if such amendment orwaiver is in writing and signed, in the case of an amendment, by the Company and the Holdersor, in the case of a waiver, by the party or parties against whom the waiver is to beeffective.     (ii) No failure or delay by any party hereto in exercising any right, power orprivilege hereunder (other than a failure or delay beyond a period of time specified herein)shall operate as a waiver thereof and no single or partial exercise thereof shall precludeany other or further exercise thereof or the exercise of any other right, power orprivilege. The rights and remedies herein provided shall be cumulative and notexclusive of any rights or remedies provided by law.          (d) Notices. All notices, requests, claims, demands and other communicationshereunder shall be in writing and shall be given (and shall be deemed to have been duly given uponreceipt) by delivery in person, by telecopy, by a recognized overnight courier service or byregistered or certified mail (postage prepaid, return receipt requested) to the respective partiesat the following addresses (or at such other address for a party as shall be specified in a noticegiven in accordance with this Section 15(d)):          (i) if to the Company:20/F Beijing Ideal International Plaza