Article I            Definitions  1  Section 1.01. Definitions  1  Article II            Covenants of the Company and Parent and Representations of the Parent  7  Section 2.01. Certain Affirmative Covenants of the Company  7  Section 2.02. Parent Representations  9  Section 2.03. Parent Covenant to Support Shareholder Approval  10  Section 2.04. Parent Covenant to Vote for Required Reserve Amount  10  Article III            Pre-Emptive and Tag-Along Rights  10  Section 3.01. Investor Pre-Emptive Rights  10  Section 3.02. Tag-Along Rights  12  Article IV            Registration Rights  14  Section 4.01. Filing of Resale Shelf Registration Statement  14  Section 4.02. Piggyback Registration  16  Section 4.03. Expenses of Registration  17  Section 4.04. Further Obligations of the Company  17  Section 4.05. Information from Holder  21  Section 4.06. Preparation; Reasonable Investigation; Review by Counsel  21  Section 4.07. Indemnification  21  Section 4.08. Transfer of Registration Rights  24  Section 4.09. Registration in Non-U.S. Jurisdictions  24  Section 4.10. Rule 144 Reporting  24  Section 4.11. Subsequent Registration Rights  25  Article V            Miscellaneous  25  Section 5.01. Notices  25  Section 5.02. Counterparts  26  Section 5.03. Modification or Amendment of Agreement  26  Section 5.04. Successors and Assigns  27  Section 5.05. Waiver of Jury  27  Section 5.06. Integration  27  Section 5.07. Severability  27  Section 5.08. Interpretation  27  Section 5.09. Ambiguities  28 
 

 
     Section 5.10. Further Assurances  28  Section 5.11. No Third-Party Rights  28  Section 5.12. No Waiver; Remedies  28  Section 5.13. Governing Law  28  Section 5.14. Arbitration  29  Section 5.15. Agent for Service of Process  29  Section 5.16. Jurisdiction  29  Section 5.17. Judgment Currency  29  Section 5.18. Waiver of Immunities  30  Section 5.19. No Advisory or Fiduciary Relationship  30  Section 5.20. Confidentiality  30      Schedule I: Investors    
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     INVESTOR AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21,2008, among XINHUA FINANCE MEDIA LIMITED, a company organized under the laws of the Cayman Islands(the “Company”) and, the Investors listed in Schedule I hereof (each, an“Investor” and, collectively, the “Investors”), and XINHUA FINANCE LIMITED, acompany organized under the laws of the Cayman Islands corporation (the “Parent”).RECITALS     A. The Company and the Investors have entered into that certain Credit Agreement, dated as ofthe date hereof (as the same may be amended or modified, the “Credit Agreement”), pursuantto which the Investors have agreed to make loans to the Company and the Company has agreed, amongother things, to grant to the Investors the right to convert outstanding loans under the CreditAgreement into Common Shares (as defined below) pursuant to the terms of the Credit Agreement.     B. The Investors, together with their Affiliates (as defined below) and Related Funds (asdefined below), own other Common Shares in addition to those issuable upon conversion of loansoutstanding under the Credit Agreement (the “Loan Shares”).     C. In order to induce the Investors to enter into the Credit Agreement and as a condition tothe Investors’ obligations under the Credit Agreement, the Company desires to grant the Investorscertain rights as set forth herein.AGREEMENT     In consideration of the premises and the mutual covenants and the agreements herein set forthand other good and valuable consideration, the receipt and suffïciency of which are herebyacknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:ARTICLE IDEFINITIONS     Section 1.01. Definitions.     As used in this Agreement, the following terms shall have the following meanings (suchmeanings to be equally applicable to both the singular and plural forms of the terms defined):     “Action” against a Person means an action, suit, litigation, arbitration,investigation, complaint, contest, hearing, inquiry, inquest, audit, examination or otherproceeding threatened or pending against or affecting such Person or its property, whether civil,criminal, administrative, investigative or appellate, in law or equity before any arbitrator orGovernmental Body.     “Adjusted Outstanding Common Shares” means, as of any date, the number of CommonShares outstanding as of such date other than Common Shares issued after the date of thisAgreement; unless such Common Shares constituted “New Securities” with respect to which the
 

 
Investors (or their respective assignee(s)) had the right to exercise pre-emptive rightspursuant to Article III of this Agreement.     “ADRs” means the American Depositary Receipts evidencing the ADSs.     “ADSs” has the meaning stated in the Credit Agreement.     “Affiliate” has the meaning stated in the Credit Agreement.     “Applicable Percentage” has the meaning stated in Section 3.02(a).     “Articles of Association” means the Amended and Restated Memorandum and Articles ofAssociation of the Company.     “Authorized Share Failure” has the meaning stated in Section 2.04.     “Board” means the Board of Directors of the Company.     “Business Day” means a day other than Saturday or Sunday or other day on whichcommercial banks in New York City, New York, Charlotte, North Carolina, Hong Kong or Tokyo, Japan,are authorized or required by law or other governmental action to close and a day on which dealingsare carried on for deposits in Dollars by and among banks in the London interbank market.     “Capital Stock” means any and all shares, interests, participations or otherequivalents (however designated) of capital stock of a company or a corporation, any and allequivalent ownership interests in a Person (other than a corporation), including, withoutlimitation, partnership interests and membership interests, and any and all warrants, rights,options or other equity-linked securities or instruments to purchase or other arrangements orrights to acquire any of the foregoing.     “Common Shares” means the Class A common shares of the Company, with a par value$0.001 per share.     “Company Indemnified Persons” has the meaning stated in Section 4.07(b)(i).     “Consented Court” has the meaning stated in Section 5.16.     “Convertible Securities” has the meaning stated in the Credit Agreement.     “Credit Agreement” has the meaning stated in the Recitals.     “Credit Document” has the meaning stated in the Credit Agreement.     “Deposit Agreement” means the Deposit Agreement among the Company, the Depositary andthe holders from time to time of the ADSs.     “Depositary” means The Bank of New York, as the depositary under the DepositAgreement.
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     “Designated Offshore Securities Market” means the Designated Offshore SecuritiesMarket as defined in Section 230.902(b) of Regulation S of the Securities Act.     “Elected New Securities” has the meaning stated in Section 3.01(d).     “Elected Shares” has meaning stated in Section 3.02(b).     “Election Notice” has the meaning stated in Section 3.02(b) .     “Estimated Price Range” has the meaning stated in Section 3.01(b).     “Exchange Act” means the United States Securities Exchange Act of 1934, as amendedfrom time to time, and any successor statute.     “Exempt Transfer” has the meaning stated in Section 3.02(f).     “Filing Deadline” has the meaning stated in Section 4.01(a).     “Fully-Diluted Common Shares” means, as of the time of determination, all issued andoutstanding common shares of the Company and all common shares of the Company issuable uponconversion or exercise of any rights, options, warrants or other securities convertible into orexercisable for common shares.     “GAAP” has the meaning stated in the Credit Agreement.     “Governmental Body” means any agency, bureau, commission, court, department, official,political subdivision, tribunal or other instrumentality of any administrative, judicial,legislative, executive, regulatory, police or taxing authority of any government, whethersupranational, national, federal, state, regional, provincial, local, domestic or foreign.     “HKIAC” has the meaning stated in Section 5.14.     “Holder Indemnified Persons” has the meaning listed in Section 4.07(a).     “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republicof China.     “Indemnitee” has the meaning stated in Section 4.07(c) .     “Indemnitor” has the meaning stated in Section 4.07(b)(ii)(B).     “Investor” or “Investors” has the meaning stated in the Preamble. For theavoidance of ambiguity, an Investor may transfer the Common Shares, including Loan Shares, it ownsand that are the subject of this Agreement to any of its Related Funds.     “Issuance Notice” has the meaning stated in Section 3.01(b).     “Loan Shares” has the meaning stated in the Recitals.
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     “Losses” has the meaning stated in Section 4.07(a).     “MNPI” has the meaning stated in Section 2.01(d).     “New Securities” has the meaning stated in Section 3.01(a).     “Notice of Sale” has the meaning stated in Section 3.02(a).     “Offered Securities” means the Common Shares proposed to be Transferred by the Parent.     “Parent” has the meaning stated in the Preamble.     “Parity Registrable Securities” means (a) any Registrable Securities as defined in theYucaipa Registration Rights Agreement and (b) any Common Shares into which any Permitted ParityPreferred Shares are convertible, to the extent that registration rights are granted to the holdersof such shares in connection with the issuance of Permitted Parity Preferred Shares.     “Parity Registrable Securities Holders” means any holder of Parity RegistrableSecurities.     “Permitted Parity Preferred Shares” means the 300,000 Series B Convertible PreferredShares issued pursuant to the Series B Convertible Preferred Shares Purchase Agreement, dated as ofFebruary 18, 2008, by and between Yucaipa Global Partnership Fund L.P., an exempted limitedpartnership organized under the laws of the Cayman Islands, and the Company.     “Person” means and includes natural persons, corporations, limited partnerships,general partnerships, limited liability companies, limited liability partnerships, joint stockcompanies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts,business trusts or other organizations, whether or not legal entities, other legal entities andGovernmental Bodies.     “Potential Material Event” means any material engagement or activity by the Companywhich would be adversely affected by disclosure in a registration statement at such time, in eachcase, which shall be evidenced by a written good faith determination by the Board of Directors thatboth (x) disclosure of such information, engagement or activity in a registration statement wouldbe detrimental to the business and affairs of the Company, and (y) a registration statement wouldbe materially misleading absent the inclusion of such information, engagement or activity.     “PRC” means the People’s Republic of China excluding Hong Kong, Macau SpecialAdministrative Region and Taiwan.     “Pricing” has the meaning stated in Section 3.01(b).     “Pro Rata Share” has the meaning stated in Section 3.01(a).     “Prospectus” means the prospectus included in any Registration Statement, allamendments and supplements to such prospectus and all material incorporated by reference in suchprospectus.
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     “Purchaser” has the meaning stated in Section 3.02(a).     “Register”, “registered” and “registration” means a registrationeffected through the preparation and filing of a registration statement or similar document incompliance with the Securities Act and the declaration or ordering of effectiveness of suchregistration statement or document.     “Registrable Securities” means and includes all Common Shares held by any Investor asof the date of this Agreement and Loan Shares issuable pursuant to the Credit Agreement (includingpursuant to any anti-dilution protection provided in the Credit Agreement); provided,however, that Registrable Securities shall cease to be Registrable Securities upon theearlier of (i) the date when, with respect to any Registrable Securities Holder, in the reasonableopinion of counsel to the Company, all Registrable Securities proposed to be sold by suchRegistrable Securities Holder may then be sold pursuant to Rule 144 without any volume limitations,which counsel shall be reasonably satisfactory to such Registrable Securities Holder and (ii) thedate as of which all of the Registrable Securities have been sold pursuant to a RegistrationStatement.     “Registrable Security Holder” means any Person (including any Investor) who holdsRegistrable Securities or the rights to hold Registrable Securities, or any Person to whom anyRegistrable Security Holder shall Transfer its Registrable Securities.     “Registration Expenses” means all expenses incurred by the Company in effecting anyregistration pursuant to this Agreement, including, without limitation, all registration,qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counselfor the Company, U.S. or non-U.S. blue sky fees and expenses, the expense of any accountants orspecial audits incident to or required by any such registration and the reasonable fees anddisbursements of one special legal counsel to represent all of the Registrable Security Holders.Registration Expenses do not include compensation of regular employees of the Company which shallbe paid in any event by the Company, underwriting discounts and commissions and stock transfertaxes.     “Registration Statement” means a registration statement on Form F-l, Form F-3 (or suchsimilar or successor forms as may be appropriate) prepared and filed with the SEC by the Companypursuant to Article IV of this Agreement.     “Regulation” means each applicable law, rule, regulation, order, guidance orrecommendation (or any change in its interpretation or administration) by any Governmental Body,central bank or comparable agency and any request or directive (whether or not having the force oflaw) of any of those Persons and each judgment, injunction, order, writ, decree or award of anyGovernmental Body, arbitrator or other Person.     “Related Fund” has the meaning stated in the Credit Agreement.     “Related Proceedings” has the meaning stated in Section 5.13.     “Required Reserve Amount” has the meaning stated in Section 2.04.
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     “Rule 144” means Rule 144 promulgated under the Securities Act, as such rule shall bein effect from time to time.     “Sanctioned Person” shall mean a person named on the list of Specially DesignatedNationals or Blocked Persons maintained by OFAC available athttp://www.ustreas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from timeto time.     “SEC” means the United States Securities and Exchange Commission and includes anyGovernmental Body succeeding to the functions thereof.     “Securities” means any stock, shares, limited liability company membership interests,partnership interests, voting trust certificates, certificates of interest or participation in anyprofit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or otherevidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or ingeneral any instruments commonly known as “securities” or any certificates of interest, shares orparticipations in temporary or interim certificates for the purchase or acquisition of, or anyright to subscribe to, purchase or acquire, any of the foregoing.     “Securities Act” means the United States Securities Act of 1933, as amended from timeto time, and any successor statute.     “Selling Holders” means, Registrable Securities Holders and/or Parity RegistrableSecurities Holders selling Registrable Securities and/or Parity Registrable Securities pursuant tosuch Shelf Registration Statement.     “Shareholder Approval” has the meaning stated in Section 2.03.     “Share Purchase Rights” means any options, warrants, awards or other rightsexercisable for the purchase or acquisition of Capital Stock or Convertible Securities.     “Specified Courts” has the meaning stated in Section 5.13.     “Subsidiary” has the meaning stated in the Credit Agreement.     “Tag-Along Rights” has the meaning stated in Section 3.01(f).     “Threshold Amount” has the meaning stated in Section 3.02.     “Transfer” means any sale, assignment, transfer, exchange, pledge, grant of securityinterest in, hypothecation, encumbrance or other disposition or conveyance of any interest in.     “UNCITRAL” has the meaning stated in Section 5.14.     “Violation” has the meaning stated in Section 4.07(a).
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     “Yucaipa Registration Rights Agreement” means the Registration Rights Agreement datedas of February 28, 2008 by and between the Company and Yucaipa Global Partnership Fund, L.P., anexempted limited partnership organized under the laws of the Cayman Islands.ARTICLE IICOVENANTS OF THE COMPANY AND PARENT AND REPRESENTATIONS OF THE PARENT     Section 2.01. Certain Affirmative Covenants of the Company. The Company covenants andagrees that, from and after the date of this Agreement, the Company shall perform and observe thefollowing covenants and provisions:     (a) Information Reporting. Only upon request by an Investor, and, so long as theInvestors and their Affiliates and Related Funds continue to hold at least 5% of the AdjustedOutstanding Common Shares, the Company shall deliver to such requesting Investor each of thefollowing:     (i) if the Company at any time ceases to timely file periodic reports pursuantto Section 13 of the Exchange Act, as soon as available but in any event withinninety (90) days after the close of each Fiscal Year (as defined in the CreditAgreement), the audited consolidated Financials (as defined in the Credit Agreement)of the Company and its Subsidiaries for such Fiscal Year, certified by the Company’saccountants;     (ii) if the Company at any time ceases to timely file periodic reports pursuantto Section 13 of the Exchange Act, as soon as available but in any event withinsixty (60) days after the end of each Fiscal Quarter (as defined in the CreditAgreement), the unaudited consolidated Financials of the Company and itsSubsidiaries for such quarter;     (iii) as soon as available but in any event within thirty (30) Business Daysafter the end of each fiscal month the unaudited consolidated Financials of theCompany and its Subsidiaries for such month, certified by its chief financialofficer pursuant to a Financial Officer Certification (as defined in the CreditAgreement;     (iv) together with the quarterly and annual audited consolidated Financials, acertificate of the Company setting forth computations demonstrating compliance withthe financial covenants set forth in Section 6.2 of the Credit Agreement andcertifying that no Default or Event of Default has occurred, or if a Default or anEvent of Default has occurred, the actions taken by the Company with respectthereto;     (v) promptly upon the Company obtaining knowledge of (i) the institution of, ornon frivolous written threat of, any Action (as defined in the Credit Agreement) notpreviously disclosed in writing by the Company to the Investors, or (ii) anymaterial development in any Action that, in the case of either
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clause (i) or (ii), if adversely determined could be reasonably expected tohave a Material Adverse Effect (as defined in the Credit Agreement), or seeks toenjoin or otherwise prevent the consummation of, or to recover any material damagesor obtain relief as a result of, the transactions contemplated hereby, writtennotice thereof together with such other information as may be reasonably availableto the Company to enable each Investor and its counsel to evaluate such matters;     (vi) as soon as available but in no event later than the end of each FiscalYear an updated financial projection for the succeeding Fiscal Year;     (vii) promptly upon their becoming available, all minutes and writtenresolutions of the Board of Directors; and     (viii) promptly upon their becoming available, copies of all statements,reports, releases, notices and any other information or data sent or made availablegenerally or required to be disclosed by the Company to its shareholders.     (b) Visitation; Verification. The Company and each of the other Credit Parties(as defined in the Credit Agreement) shall keep true and accurate books of account inaccordance with GAAP and shall permit the agent and/or any Investor and or any of theirdesignated representatives, upon reasonable notice and at the expense of the Company, tovisit and inspect the premises of the Company and/or other Credit Party, to examine thebooks of account of any such Persons and their Affiliates (and to make copies and/orextracts therefrom) and to discuss the affairs, finances and accounts of such Persons andtheir Affiliates with, and to be advised as to the same by, the managers, executives andofficers of such Persons and to be advised as to such or other business records upon therequest of the agent and/or Investor.     (c) Other Information. So long as the Investors and their Affiliates and RelatedFunds continue to hold at least 5% of the Adjusted Outstanding Common Shares, the Company shallfurnish to any requesting Investor with reasonable promptness information relating to the Companyand its Subsidiaries if permitted under applicable law and without breach or violation of anyagreement, contract or either obligation of the Company, as the requesting Investor may from timeto time reasonably request, in addition to the information specified in Section 2.01(a), asrequested by such Investor.     (d) Disclosure. If this Agreement requires the Company to deliver or disclosematerial, nonpublic information (within the meaning of U.S. federal securities laws or“MNPI”) to any Investor, the Company will not deliver or disclose such information withoutthe consent of such Investor, will request whether such Investor wants to have such informationdelivered or disclosed and shall comply with the response of such Investor to such request; itbeing understood that, if the Company provides or delivers information to any Investor in responseto the request of such Investor pursuant to Section 2.01(a), Section 2.01(b) or Section 2.01(c),then the Company will have complied with the agreement contained in this sentence and will not berequired to take any further action to comply with this sentence, unless and until such Investorshall have given notice that it no longer is requesting information pursuant to Section 2.01(a),Section 2.01(b) or Section 2.01(c). If such Investor has, or believes it has, received any such
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MNPI regarding the Company or any of its Subsidiaries from the Company, any of itsSubsidiaries or any of their officers, directors, employees or agents in contravention of theagreement contained in the prior sentence, it shall provide the Company with written notice thereofand the Company shall within three (3) Business Days thereafter, make public disclosure of suchMNPI if permitted under applicable law and without breach or violation of any agreement, contractor other obligation of the Company; provided, that if the Company shall fail to make suchpublic disclosure within such three (3) Business Day period, such Investor shall be entitled tomake public disclosure of such information to the extent permitted under applicable law or withoutbreach or violation of any agreement, contract or other obligation of the Company.     (e) Listing. Neither the Company nor any of its Subsidiaries shall take any actionwhich would be reasonably expected to result in the delisting or suspension of the ADSs on theNasdaq Global Market and shall use commercially reasonable efforts to maintain the listing of theADSs on the Nasdaq Global Market, including without limitation, exhausting all available remedies,appeal reviews and other similar mechanisms and procedures provided for under the rules andregulations of the Nasdaq Global Market to permit such continued listing of the ADSs.     (f) Issuance of ADSs. Upon the request of any Investor at any time, and subject toapplicable securities laws and the provisions of the Deposit Agreement, the Company shall arrangefor any Loan Shares issued or issuable to such Investor to be deposited with the Depositary and forcorresponding ADRs to be issued in the name of such Investor pursuant to the terms and conditionsof the Deposit Agreement, and the Company shall pay any fees or expense reimbursements required tobe paid to the Depositary in connection therewith.     Section 2.02. Parent Representations. The Parent herby represents and warrants toeach Investor as follows:     (a) Corporate Status; Corporate Authorization. The Parent is duly organized, validlyexisting, and in good standing under the laws of the Cayman Islands. The Parent is duly qualifiedand licensed in every jurisdiction where it is doing business and in good standing in everyjurisdiction where such qualification is required, except where the failure to so qualify could notreasonably be expected to have a Material Adverse Effect, and has all requisite power and authorityto carry on its business as now conducted. The execution, delivery and performance by the Parentof this Agreement (i) are within its power and authority, (ii) have been duly authorized, and (iii)do not conflict with or contravene its respective documents.     (b) Execution and Binding Effect. This Agreement has been duly executed and deliveredby the Parent, and assuming the due execution and delivery by the Investors parties hereto, thisAgreement constitutes the legal, valid and binding obligation of the Parent, enforceable inaccordance with its terms, except as the enforceability thereof may be limited by bankruptcy,insolvency or other similar laws relating to the enforcement of creditors’ rights generally and bygeneral equitable principles and principles of public policy regarding the indemnificationprovisions contained herein.     (c) Outstanding Indebtedness. There is no Indebtedness (as defined in the CreditAgreement) outstanding to the Parent by the Company or any Subsidiary of the Company, other
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than the Indebtedness listed in Part I on Section 4.1(ii) of the Disclosure Schedule to theCredit Agreement, and there is no commitment by the Parent to loan funds to the Company or anySubsidiary of the Company.     Section 2.03. Parent Covenant to Support Shareholder Approval. As contemplated bySection 10.6(b) of the Credit Agreement, the Parent covenants that at the next special or annualmeeting of shareholders of the Company with a record date after the date hereof, the Parent shallvote all of its voting securities of the Company in favor of the proposal, and to take all othernecessary actions within its control, whenever possible (whether in its capacity as shareholder orotherwise, including without limitation, causing its controlled Affiliates, including directors andofficers, to take all such necessary action), to approve the issuance by the Company of all of theCommon Shares issuable pursuant to the Credit Agreement, without reference to the limit thereon setforth in Section 10.1(e) of the Credit Agreement (the “Shareholder Approval”), pursuant tothe rules or regulations of the Nasdaq Global Market or the rules and regulations of the nationalsecurities market upon which the Common Shares or the ADSs are then-listed or quoted. The Parentagrees further to vote all of its voting securities of the Company in favor of such ShareholderApproval at each subsequent general meeting of shareholders to the extent permitted under the rulesand regulations of the national securities market on which the Common Shares or ADSs arethen-listed, if, despite the Company’s and the Parent’s reasonable best efforts, such ShareholderApproval is not obtained at the first meeting at which it is presented for a vote.     Section 2.04. Parent Covenant to Vote for Required Reserve Amount. If at any timewhile any of the Loans are outstanding, the Company does not have the Required Reserve Amount (asdefined in the Credit Agreement) and there shall be an Authorized Share Failure (as defined in theCredit Agreement), then the Parent covenants to vote all of its voting securities of the Company infavor of the proposal and to take all other actions necessary and within its control wheneverpossible (whether in its capacity as shareholder or otherwise, including, without limitation,causing its controlled Affiliates, including directors and officers, to take all such necessaryactions), to approve the proposal at the shareholders’ meeting or meetings contemplated by Section10.6(c) of the Credit Agreement (without reference to the limit thereon set forth in Section10.1(e) of the Credit Agreement, pursuant to the rules or regulations of Nasdaq Stock Market or therules and regulations of the national securities market upon which the Borrower Common Shares arethen-listed or quoted) to increase the Company’s authorized Common Shares to an amount sufficientto allow the Company to reserve the Required Reserve Amount.ARTICLE IIIPRE-EMPTIVE AND TAG-ALONG RIGHTS     Section 3.01. Investor Pre-Emptive Rights.     (a) Pre-Emptive Rights. If at any time the Company wishes to issue any Common Shares,Convertible Securities or Share Purchase Rights or other Capital Stock (collectively, “NewSecurities”) to any Person or Persons, any Investor shall have a preemptive right to purchaseits Pro Rata Share (as defined below), of any such New Securities, except as set forth
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Section 3.01(e). “Pro Rata Share” for purposes of this preemptive right means thatnumber of the New Securities equal to the product of (i) a fraction, the numerator of which is suchInvestor’s aggregate ownership of Common Shares (calculated on an as converted and fully-dilutedbasis) and the denominator of which is the number of the Company’s total issued and outstandingCommon Shares (calculated on an as converted and fully-diluted basis), multiplied by (ii) thenumber of New Securities to be issued. The Company will not issue any New Securities without firstoffering such Investor its preemptive right described in this Section 3.01.     (b) Notice and Response. In the event that the Company proposes to issue NewSecurities, it may give each Investor a written notice of its intention to issue New Securities(the “Issuance Notice”), describing the approximate number and type of New Securities, theterms of such New Securities, the estimated pricing date, the estimated price range (as may bemodified in accordance with the provisions hereof, the “Estimated Price Range”) and theother terms upon which the Company proposes to issue and sell such New Securities. Any suchIssuance Notice shall be delivered to each Investor not less than ten (10) Business Days prior tothe date of the pricing or closing of the issuance and sale of such securities if there is nopricing date as that term is used in a customary sense (the “Pricing”) of such NewSecurities. If the estimated pricing date or the Estimated Pricing Range shall change, the Companyshall promptly so notify each Investor prior to the Pricing, provided that in the event of anychange in the Estimated Price Range, each Investor shall be entitled to revoke any agreement topurchase that it may have delivered as set forth in the following sentence. Following receipt ofan Issuance Notice as set forth in the first two sentences of this paragraph, each Investor shallhave the right, by giving written notice to the Company at least three (3) Business Days prior tothe Pricing, to either (y) agree to purchase up to its Pro Rata Share of such New Securities withinthe Estimated Price Range and upon the general terms specified in the Issuance Notice (which shallnot exceed such Investor’s Pro Rata Share) or (z) waive its right to so purchase up to its ProRata Share of such New Securities. If, following receipt of an Issuance Notice as set forth in thefirst two sentences of this paragraph, such Investor fails to agree in writing at least three (3)Business Days prior to the Pricing to purchase such Investor’s full Pro Rata Share of such offeringof New Securities, then (A) except as set forth in Section 3.01(c), such Investor shall forfeitthe right hereunder to purchase that part of its Pro Rata Share of such New Securities that it didnot so agree to purchase, and (B) the Company shall have sixty (60) calendar days thereafter tosell the New Securities with respect to which such Investor’s preemptive right hereunder was notexercised, at a price within or above the Estimated Price Range and upon general terms no morefavorable to the purchases thereof than specified in the Company’s Issuance Notice to suchInvestor. In the event that the Company has not issued and sold the New Securities within suchsixty (60) calendar day period, then the Company shall not thereafter issue or sell any NewSecurities without again first offering such New Securities to such Investor pursuant to thisSection 3.01.     (c) Note of Noncompliance and Remedy. In the event that the Company proposes to issueNew Securities in a transaction in which (i) it does not provide each Investor with the IssuanceNotice and an opportunity for each Investor to elect to purchase up to its Pro Rata Share of suchNew Securities during the period described above, or (ii) it shall have notified (or been requiredto notify) each Investor, less than five days prior to the Pricing, of any acceleration in theestimated pricing date, or a delay in the estimated pricing date of more than ten (10) days, or areduction of more than 10% in the Estimated Price Range (and each Investor shall not have purchasedNew Securities in connection with such transaction), then no later than five (5) days
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after the issuance of such New Securities, the Company shall provide each Investor with awritten notice of the issuance of such New Securities, setting forth the price and other terms onwhich such New Securities were sold, and each Investor shall have thirty (30) days from the datesuch notice is effective hereof based upon the manner or method of notice, to deliver to theCompany a written notice indicating its agreement to purchase up to its Pro Rata Share of such NewSecurities at the same price and on the same terms and conditions under which such New Securitieswere sold in such transaction, by giving written notice to the Company and stating therein thequantity of New Securities to be purchased (not to exceed each Investor’s Pro Rata Share), and uponreceipt of such written notice from each electing Investor, the Company shall be required to sellsuch quantity of the New Securities to each electing Investor.     (d) Election and Payment. If any Investor gives the Company notice pursuant toSection 3.01(b) or Section 3.01(c) that such Investor desires to purchase all or any of the NewSecurities it is entitled to purchase (the “Elected New Securities”), payment thereforshall be made by wire transfer, against issuance of such New Securities at the executive offices ofthe Company, on the date such securities are issued to such Investor. In the event that theIssuance Notice specifies that consideration other than cash is to be paid in connection with anyissuance of New Securities, in lieu of such other consideration, such Investor will be entitled topay the cash equivalent of such other consideration, as determined by an independent third-partyappraiser jointly appointed by the Company and such Investor.     (e) Exclusion. The preemptive rights contained in this Section 3.01 shall not applyto any of the following: any New Securities issued (i) as a share dividend to holders of CapitalStock or upon any subdivision or combination of such Capital Stock, (ii) upon conversion orexchange of any Convertible Securities of the Company duly issued on or prior to the date hereofthat are convertible into or exchangeable for Common Shares, (iii) upon the exercise of any SharePurchase Rights issued prior to the date hereof, (iv) to employees, officers or directors of theCompany or any Subsidiary pursuant to incentive agreements, share purchase or share option plans,share bonuses or awards, or employment or advisory related warrants, contracts or otherarrangements approved by the Board prior to or following the date hereof or (v) in connection withany direct or indirect acquisition by the Company of, or a merger with and into the Company of,another Person or business approved by the Board prior to or following the date hereof.     (f) Termination of Preemptive Rights. Any Investor’s preemptive rights set forth inthis Section 3.01 shall automatically terminate if the aggregate of the number of Common Sharesheld by the Investors and their Affiliates and Related Funds as a group represents less than fivepercent (5%) of the Adjusted Outstanding Common Shares.     Section 3.02. Tag-Along Rights.     In the event of any proposed Transfer by the Parent in a single transaction or series ofrelated transactions of Common Shares representing twenty-five percent (25%) or more of the CommonShares held directly or indirectly by the Parent at the time of Transfer (the “ThresholdAmount”), other than in an Exempt Transfer, each Investor will have the tag-along rights (the“Tag-Along Rights”) set forth below:
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     (a) Notice of Sale. The Parent shall deliver or cause to be delivered a writtennotice (the “Notice of Sale”) to each Investor at least ten (10) Business Days prior tomaking any such Transfer. The Notice of Sale shall state (i) the number of Common Shares to beTransferred and the percentage that such Common Shares represent of all Common Shares then held bythe Parent (the “Applicable Percentage”), (ii) the Parent’s bona fide intention to Transfersuch Common Shares, (iii) the name and address of the prospective transferee (the“Purchaser”), (iv) the terms and conditions of the contemplated Transfer and (v) theexpected closing date of the Transfer. If, subsequent to the date hereof, any Investor assigns anyof its Tag-Along Rights to an Affiliate or a Related Fund in accordance with this Agreement, anynotice to such Investor pursuant to this Section 3.02(a) shall be deemed to also have been dulydelivered to such Affiliate or Related Fund.     (b) Participation Procedures. By written notice (an “Election Notice”) givenby any Investor to the Company and the Parent within ten (10) Business Days after receipt of suchNotice of Sale, such Investor may elect to include in such proposed Transfer up to the ApplicablePercentage of any Common Shares then owned by such Investor. Promptly after the receipt of suchElection Notice, the Parent shall use its reasonable best efforts to cause the Purchaser to amendits offer so as to provide for the Purchaser’s purchase, upon the same terms and conditions asthose contained in the Notice of Sale, of all of the Common Shares held by each electing Investor(the “Elected Shares”) in such Election Notice elected to be sold. In the event that thePurchaser is unwilling to amend its offer to purchase all of the Elected Shares in addition to orin substitution for some or all of the Common Shares described in the related Notice of Sale, theParent shall not enter into such proposed transaction, unless the Purchaser shall simultaneouslypurchase all of the Common Shares from electing Investors on the same terms and conditions as theproposed sale described in the Notice of Sale, if applicable.     (c) Single Closing. All Common Shares to be Transferred by the Parent and anyInvestor with respect to a single Notice of Sale shall be Transferred to the Purchaser in a singleclosing on the terms and conditions described in such Notice of Sale. No Investor shall beobligated to Transfer any Common Shares to the Purchaser if the Parent defaults in its obligationto Transfer its Common Shares to the Purchaser. In connection with any such sale of Common Sharesunder this Section 3.02(c), each electing Investor agrees to enter into and deliver a purchase andsale agreement for the benefit of the Purchaser in connection with the Transfer of their CommonShares under this Section 3.02(c), which purchase and sale agreement shall contain standard andcustomary representations, warranties, covenants and indemnities by each electing Investor for thebenefit of the Purchaser; provided, however, that such representations, warranties,covenants and indemnities shall be substantially similar to those made by the Parent for thebenefit of the Purchaser. If any electing Investor defaults in its obligation to Transfer CommonShares, the Parent and the other Investors may (but shall not be obligated to) Transfer to thePurchaser (on a pro-rata basis) an additional number of Common Shares not greater than the numberof shares with respect to which default was made and thereafter the defaulting Investor shall notbe entitled or obligated to Transfer to the proposed Purchasers such shares.     (d) Parent’s Right to Sell. If the Parent has received one or more Election Notices,the Parent may not Transfer any Common Shares to the Purchaser unless the Purchaser shallsimultaneously purchase all of the Common Shares for the same consideration (if applicable, on anas-converted basis) and on the same terms and conditions as the proposed sale described in
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the Notice of Sale. In the event that the material terms or conditions of the Transfer to thePurchaser set forth in the Notice of Sale shall be modified, or the Purchaser shall refuse topurchase Common Shares from an Investor exercising its rights of tag-along hereunder, the Parentshall not Transfer to the Purchaser any Offered Securities without again complying with all of theterms and provisions of this Section 3.02 hereof. In addition, any Offered Securities referred toin the Notice of Sale that are not Transferred by the Parent to the proposed Purchaser incompliance with this Section 3.02 prior to the date which is 90 calendar days following thetermination of the rights of any Investor to elect to participate in such Transfer pursuant toSection 3.02(b), may not be Transferred by the Parent without complying again with all theprovisions of this Section 3.02.     (e) Company’s Obligation not to Register Non-Complying Transfers. The Company agreesnot to register any Transfer of Common Shares by the Parent to which any Investor’s Tag-AlongRights apply unless the Parent is in full compliance with the applicable provisions of thisAgreement.     (f) Exempt Transfers. Tag-Along Rights shall not apply to: (i) any sale by the Parentof Common Shares in a registered public offering or in a brokerage transaction on the Nasdaq StockMarket or in a block sale to a party acting as a market maker or an investment banking firm actingas underwriter, (ii) any Transfer by the Parent of Common Shares to an Affiliate of the Parent solong as such Affiliate agrees in writing to be bound by this Agreement with respect to theTransferred Common Shares or (iii) any Transfer by the Parent in a transaction or series oftransactions (including a reorganization) where the Parent and its Affiliates retain Control(whether directly or indirectly) over the Company following such transaction or series oftransactions (in any such case, an “Exempt Transfer”). In the event of any such ExemptTransfer of Common Shares to an Affiliate of the Parent, or any other transferee pursuant to clause(iii), any holdings or Transfers of Common Shares by such Affiliate or transferee shall beaggregated with the holdings and Transfers of Common Shares held by the Parent for the purposes ofdetermining whether the Threshold Amount has been exceeded.     (g) Termination of Tag-Along Rights. The Tag-Along Rights shall automaticallyterminate (i) in the case of any Investor (or any transferee that is an Affiliate or Related Fund),if the aggregate of (x) the number of Common Shares held by each Investor and its Affiliates andRelated Funds as a group and (y) any Common Shares issuable upon conversion of any Loans (asdefined in the Credit Agreement) held by any Investors and their Affiliates and Related Funds as agroup represents less than five percent (5%) of the Adjusted Outstanding Common Shares.ARTICLE IVREGISTRATION RIGHTS      Section 4.01. Filing of Resale Shelf Registration Statement.     (a) Filing. The Company shall file with the SEC within 180 days (the “FilingDeadline”) prior to the first date on which Loans outstanding under the Credit Agreement willbe issuable into Loan Shares (the “Effectiveness Deadline”) a shelf registration statementfor an
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offering to be made on a continuous or delayed basis pursuant to Rule 415 of the SecuritiesAct (the “Shelf Registration Statement”) covering the resale from time to time ofRegistrable Securities by Registrable Securities Holders in accordance with the methods ordistribution selected by such holders and shall use its reasonable best efforts to cause such ShelfRegistration Statement to be declared effective under the Securities Act as soon as practicableafter such filing, but in any event by the Effectiveness Deadline.     If for any reason the SEC does not permit all of the Registrable Securities to be included ina Registration Statement initially filed pursuant to this Agreement, then the Company shall prepareand file as soon as possible after the date on which the SEC shall indicate as being the first dateor time that such filing may be made, but in any event no later than fifteen (15) days followingsuch date, or, in the event the SEC does not so indicate, no later than thirty (30) days after theeffective date of the Registration Statement filed pursuant to this Agreement, an additionalRegistration Statement covering the resale of all Registrable Securities not already covered by anexisting and effective Registration Statement for an offering to be made on a continuous or delayedbasis pursuant to Rule 415 of the Securities Act. The Company shall use its reasonable bestefforts to cause each such Registration Statement to be declared effective under the Securities Actas soon as possible, and shall use its reasonable best efforts to keep such Registration Statementor a subsequent Registration Statement continuously effective under the Securities Act until thedate as of which such Registrable Securities Holders no longer hold any Registrable Securities. Tothe extent the staff of the SEC does not permit all of the Registrable Securities that have not yetbeen covered on an effective Registration Statement (the “Unregistered RegistrableSecurities”) to be registered on such additional Registration Statement, the Company shall fileadditional Registration Statements successively trying to register on each such RegistrationStatement the maximum number of Unregistered Registrable Securities until all of the RegistrableSecurities have been registered with the SEC.     (b) Continued Effectiveness. Subject to Section 4.01(c), the Company shall use itsreasonable best efforts to have the Shelf Registration Statement declared effective on or prior tothe Effectiveness Deadline. The Company shall thereafter use its reasonable best efforts toprepare and file with the SEC such amendments and supplements to the Shelf Registration Statementor a subsequent Registration Statement and the Prospectus as may be necessary to keep the ShelfRegistration Statement or a subsequent Registration Statement current and continuously effective inorder to permit the Prospectus forming a part thereof to be usable by the Registrable SecuritiesHolders for the offer and sale of Registrable Securities until the date as of which suchRegistrable Securities Holders no longer hold any Registrable Securities.     (c) Suspension of Use of Shelf Registration Statement. The Company may suspend theuse of the Shelf Registration Statement by the Registrable Securities Holders (and any ParityRegistrable Securities Holders) if the Company furnishes to such holders a certificate signed bythe Chief Executive Officer, Chief Financial Officer or General Counsel of the Company stating that(x) a Potential Material Event exists (and enclosing a copy of the written determination of theBoard referred to in the definition of Potential Material Event) or (y) a Company-initiatedregistration statement for an underwritten offering of Capital Stock has become effective, in whichevent the Company shall have the right to suspend such use for a period of not more than 90calendar days after the date of such certificate (a “Shelf Suspension”), providedthat the Company shall not exercise a Shelf Suspension more than twice in any 12-month period withat
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least a 60 calendar day interval between each Shelf Suspension. In the event of any ShelfSuspension, no Registrable Securities Holder (or Parity Registrable Securities Holder) may offer orsell any Registrable Securities (or Parity Registrable Securities) pursuant to the ShelfRegistration Statement during the period of the applicable Shelf Suspension.     Section 4.02. Piggyback Registration.     (a) Company Registration. If the Company proposes to register (including for thispurpose a registration effected by the Company for shareholders other than the RegistrableSecurities Holders) any of its Capital Stock under the Securities Act in connection with the publicoffering of such securities during any time when Loans are convertible under the Credit Agreementprior to the date the Shelf Registration Statement is effective or during any period in which theShelf Registration Statement is not effective, the Company shall promptly give all RegistrableSecurities Holders written notice of such registration at least thirty (30) calendar days prior tothe filing of such Registration Statement with the SEC, subject to Section 4.02(b)(iii) below.Such Registrable Securities Holders shall have a period of twenty (20) calendar days afterreceiving such written notice from the Company in which to elect to include some or all of suchRegistrable Securities Holders’ Registrable Securities in such Registration Statement. SuchRegistrable Securities Holders shall exercise their right to include Registrable Securities in suchRegistration Statement by delivering a written notice to the Company within such twenty (20)calendar day period specifying the number of Registrable Securities such Registrable SecuritiesHolders wishes to include in such Registration Statement. Subject to the provisions of Section4.02(b)(ii) hereof, the Company shall use its reasonable best efforts to include the RegistrableSecurities requested to be included by such Registrable Securities Holders in the RegistrationStatement.     (b) Underwritten Offerings.     (i) If the registration for which the Company gives notice to the RegistrableSecurities Holders under Section 4.02(a) is an underwritten offering, the Company shall notbe required under this Section 4.02 to include any of such Registrable Securities Holders’Registrable Securities in such underwriting unless such Registrable Securities Holdersaccept the terms of the underwriting as agreed upon between the Company and theunderwriters. In connection with such an underwritten offering, the Company (or otherPersons who may be entitled to select the underwriters) shall have the right to select themanaging underwriter or underwriters. If such Registrable Securities Holders wish todistribute their Registrable Securities through such underwriting, such RegistrableSecurities Holders shall enter into an underwriting agreement in customary form with theunderwriter or underwriters, subject to the limitations set forth in Section 4.07 hereof.If such Registrable Securities Holders do not approve of the terms of such underwriting,such Registrable Securities Holders may elect to withdraw from such offering by providingwritten notice to the Company and the underwriter.     (ii) Notwithstanding any other provision of this Section 4.02, if the underwriteradvises the Company that in the opinion of such underwriter, the distribution of all of theRegistrable Securities requested to be registered would materially and adversely affect thedistribution of all of the securities to be underwritten, then (x) the
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Company shall deliver to the Registrable Securities Holders who requested inclusion ofRegistrable Securities held by them in the offering a copy of such underwriter’s opinion,which opinion shall be in writing and shall state the reasons for such opinion and (y) thenumber of Capital Stock (including the Registrable Securities) that may be included in suchregistration shall be allocated in the order listed below:     (A) first, to the Company;     (B) second, to such Registrable Securities Holders and any Parity RegistrableSecurities Holders proposing to register securities in such registration (pro ratabased on the respective numbers of Registrable Securities or Parity RegistrableSecurities held by them and available for sale); and     (C) third, to the other Persons proposing to register securities in suchregistration, if any.          If so determined by the underwriter, all Registrable Securities may be excluded from suchregistration and underwritten offering so long as all Parity Registrable Securities are similarlyexcluded. Any Registrable Securities excluded or withdrawn from such underwriting shall bewithdrawn from the registration.     (iii) The Company shall have no obligation to register any Registrable Securities underthis Section 4.02 in connection with a registration by the Company (i) relating solely tothe sale of securities to participants in a Company equity incentive plan, or (ii) relatingto a corporate reorganization or other transaction under Rule 145 of the Securities Act (orcomparable provision under the laws of another jurisdiction, as applicable) or (iii) on FormS-8 or any successor form to such form.     Section 4.03. Expenses of Registration. All Registration Expenses incurred inconnection with any registration, filing, qualification or compliance pursuant to this Article IV,shall be borne by the Company. All underwriting discounts, selling commissions and stock transfertaxes applicable to the Registrable Securities and/or Parity Registrable Securities registered bythe Registrable Security Holders and/or Parity Registrable Securities Holders shall be borne by theapplicable Selling Holders pro rata based on the respective numbers of Registrable Securitiesand/or Parity Registrable Securities registered by them.     Section 4.04. Further Obligations of the Company. Whenever the Company effects theregistration of any Registrable Securities pursuant to this Article IV, the Company shall:     (a) Filing of Amendments and Supplements to Maintain Effectiveness. Prepare and filewith the SEC such amendments (including post-effective amendments) and supplements to theRegistration Statement and the prospectus used in connection with the Registration Statement as maybe necessary to keep any applicable Registration Statement effective and to comply with theprovisions of the Securities Act with respect to the disposition of all Registrable Securities andother securities of the Company covered by the Registration Statement at all times during theperiod for which the Company is required to maintain the effectiveness of such RegistrationStatement pursuant to the terms of this Agreement.
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     (b) Correction and Updating of Registration Statement and Prospectus. Upon theoccurrence of any event or passage of time that makes the financial statements included in aRegistration Statement ineligible for inclusion therein or any statement made in such RegistrationStatement or Prospectus or any document incorporated or deemed to be incorporated therein byreference untrue in any material respect or that requires any revisions to such RegistrationStatement, Prospectus or other documents so that, in the case of such Registration Statement or theProspectus, as the case may be, it will 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 light of the circumstances under which they were made, not misleading, as promptly asreasonably possible, prepare a supplement or amendment, including a post-effective amendment, tothe affected Registration Statements or a supplement to the related Prospectus or any documentincorporated or deemed to be incorporated therein by reference, and file any other requireddocument so that, as thereafter delivered, no Registration Statement or any Prospectus will containan untrue statement of a material fact or omit to state a material fact required to be statedtherein or necessary to make the statements therein, in light of the circumstances under which theywere made, not misleading.     (c) Selling Security Holder Information. (i) If requested by an Investor, theCompany shall (i) as soon as practicable, incorporate in a prospectus supplement or post-effectiveamendment such information as such Investor reasonably requests to be included therein relating tothe sale and distribution of Registrable Securities and/or Parity Registrable Securities,including, without limitation, information with respect to the number of Registrable Securitiesand/or Parity Registrable Securities being offered or sold, the purchase price being paid thereforand any other terms of the offering of the Registrable Securities and/or Parity RegistrableSecurities to be sold in such offering; (ii) as soon as practicable make all required filings ofsuch prospectus supplement or post-effective amendment after being notified of the matters to beincorporated in such prospectus supplement or post-effective amendment; (iii) as soon aspracticable, supplement or make amendments to any Registration Statement if reasonably requested bysuch Investor holding any Registrable Securities and/or Parity Registrable Securities; and (iv)neither the Company nor any Subsidiary or Affiliate thereof shall identify any Investor as anunderwriter in any public disclosure or filing with the SEC without the prior written consent ofsuch Investor. If the Company is required by law to identify an Investor as an underwriter in anypublic disclosure or filing with the SEC, it must notify such Investor in advance and such Investorshall have the option, in its sole discretion, to consent to such identification as an underwriterwithin ten (10) days or such Investor shall be deemed to have consented to have its RegistrableSecurities and/or Parity Registrable Securities removed from the applicable Registration Statement.     (d) Copies of Documents. Furnish to each Selling Holder, without charge, such numberof conformed copies of the Registration Statement and of each such amendment and supplement thereto(in each case including all exhibits), such number of copies of the prospectus included in suchRegistration Statement (including each preliminary prospectus and any summary prospectus), inconformity with the requirements of the Securities Act, such documents incorporated by reference insuch Registration Statement or prospectus, and such other documents, as such Selling Holders mayreasonably request.
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     (e) Opinion and Comfort Letter. Furnish to any applicable underwriter on behalf ofany Selling Holders (i) an opinion of the counsel representing the Company for purposes of suchregistration, dated the effective date of any applicable Registration Statement (or, if suchregistration includes an underwritten public offering, dated the date of the closing under theunderwriting agreement with respect to both the effective date of the Registration Statement andthe date of the closing under the underwriting agreement), in form and substance as is customarilygiven by counsel for the issuer to underwriters in an underwritten public offering, addressed tothe underwriters, if any, and (ii) a “cold comfort” letter, dated the effective date of suchRegistration Statement (and, if such Registration Statement includes an underwritten publicoffering, dated the date of the closing under the underwriting agreement) signed by the independentcertified public accountants who have certified the Company’s financial statements included in suchRegistration Statement, in form and substance as is customarily given by independent certifiedpublic accountants to underwriters in an underwritten public offering, addressed to theunderwriters.     (f) Blue Sky Qualification. Register or qualify all Registrable Securities and othersecurities covered by such Registration Statement under the securities or blue sky laws of suchjurisdictions as the applicable Selling Holders (or in an underwritten offering, the managingunderwriter) shall reasonably request, and do any and all other acts and things which may benecessary or advisable to enable such Selling Holders to consummate the disposition in such U.S.and non-U.S. jurisdictions of the Registrable Securities and/or Parity Registrable Securitiescovered by such Registration Statement, except that the Company shall not for any such purpose berequired to qualify generally to do business as a foreign corporation in any jurisdiction whereinit is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent togeneral service of process in any such jurisdiction.     (g) Notification of Certain Events. As promptly as practicable after becoming awarethereof, notify the applicable Selling Holders of the happening of any event of which the Companyhas knowledge, as a result of which the prospectus included in the Registration Statement, as thenin effect, includes an untrue statement of a material fact or omits to state a material factrequired to be stated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading, and promptly prepare and file with theSEC a supplement or amendment to the Registration Statement or other appropriate filing with theSEC to correct such untrue statement or omission, and deliver a number of copies of such supplementor amendment to such selling Registrable Security Holders as such selling Registrable SecurityHolders may reasonably request.     (h) SEC Stop Orders. As promptly as practicable after becoming aware thereof, notifythe applicable Selling Holders (and, in the event of an underwritten offering, the managingunderwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or othersuspension of the effectiveness of the Registration Statement at the earliest possible time.     (i) Suspension; Potential Material Event. As promptly as practicable after becomingaware thereof, notify the applicable Selling Holders (and, in the event of an underwrittenoffering, the managing underwriters) of the existence of a Potential Material Event, in which case,such Selling Holders shall not offer or sell any Registrable Securities or Parity RegistrableSecurities, or engage in any other transaction involving or relating to such Registrable Securitiesor Parity
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Registrable Securities, from the time of the giving of notice with respect to a PotentialMaterial Event until such Selling Holders receive written notice from the Company that suchPotential Material Event either has been disclosed to the public or no longer constitutes aPotential Material Event; provided, however, that such Selling Holders may only berequired to cease offering and selling Registrable Securities and/or Parity Registrable Securitiespursuant to this Section 4.04(i) for a period of not more than ninety (90) calendar days afterreceiving notice from the Company that a Potential Material Event exists; provided, further,however, that the Company may only exercise its rights under this Section 4.04(i) twice in any12-month period with at least a sixty (60) calendar day interval between such “black-out” periods.     (j) Listing Requirements; ADSs Registration. Use its reasonable best efforts to listsuch Registrable Securities and/or Parity Registrable Securities on each securities exchange onwhich the ADSs are then listed. If the Selling Holders propose to sell Registrable Securitiesand/or Parity Registrable Securities in the form of ADSs, the Company shall (subject to the DepositAgreement) procure delivery of ADSs listed on such securities exchange to the Selling Holders and,to the extent additional ADSs are required to be registered on Form F-6 in order to carry out suchdelivery, register such additional ADSs.     (k) Certificate Preparation. Cooperate with the applicable Selling Holders tofacilitate the timely preparation and delivery of certificates for the Registrable Securitiesand/or Parity Registrable Securities to be offered pursuant to the Registration Statement andenable such certificates for the Registrable Securities and/or Parity Registrable Securities to bein such denominations or amounts as the case may be, as such Selling Holders may reasonablyrequest, and, within two (2) Business Days after a Registration Statement which includesRegistrable Securities and/or Parity Registrable Securities is ordered effective by the SEC, theCompany shall deliver, or shall cause legal counsel selected by the Company to deliver, to thetransfer agent for the Registrable Securities (with copies to such Selling Holders) an appropriateinstruction and opinion of such counsel. If the Selling Holders propose to sell RegistrableSecurities and/or Parity Registrable Securities in the form of ADSs, the Company shall cooperatewith such Selling Holders to facilitate the timely delivery of the certificates referred to aboveto the Depositary and shall (subject to the Deposit Agreement) cause the Depositary to cooperatewith such Selling Holders to facilitate the timely preparation and delivery of the depositaryreceipts evidencing such ADSs in such denominations or amounts as the case may be, as such SellingHolders may reasonably request.     (l) Underwriting Agreement. In the event of any underwritten public offering, enterinto and perform its obligations under an underwriting agreement, in usual and customary form andcomplying with the provisions of Section 4.07, with the managing underwriter of such offering.     (m) Section 11 Information. Make available to the applicable Selling Holders, as soonas reasonably practicable, an earnings statement covering the period of at least twelve (12)months, but not more than eighteen (18) months, beginning with the first month of the first fiscalquarter after the effective date of such Registration Statement, which earnings statement shallsatisfy the provisions of Section 11(a) of the Securities Act, including, without limitation, Rule158 promulgated thereunder.
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     (n) Other Actions. Take all other reasonable actions necessary to expedite andfacilitate disposition by the applicable Selling Holders of the Registrable Securities and/orParity Registrable Securities pursuant to the Registration Statement.     Section 4.05. Information from Holder. It shall be a condition precedent to theobligations of the Company to take any action pursuant to Section 4.01 and Section 4.02 withrespect to the Registrable Securities or Parity Registrable Securities of any Selling Holder thatsuch Selling Holder shall furnish to the Company such information regarding itself, the RegistrableSecurities or Parity Registrable Securities held by it, and the intended method of disposition ofsuch securities as shall be required to effect the registration of such securities.     Section 4.06. Preparation; Reasonable Investigation; Review by Counsel. In connectionwith the preparation and filing of each Registration Statement registering Registrable Securitiesand/or Parity Registrable Securities under the Securities Act, each Selling Holder, itsunderwriters, if any, and counsel for such Selling shall:     (a) be permitted to review such Registration Statement, each prospectus included therein orfiled with the SEC, and each amendment thereof or supplement thereto a reasonable period of time(but not less than three (3) Business Days) prior to their filing with the SEC; and     (b) be given reasonable access to the Company’s books and records and such opportunities todiscuss the business of the Company with its officers, counsel and the independent publicaccountants who have certified its financial statements as shall be necessary, in the reasonableopinion of such Selling Holders, such underwriters, if any, or their respective counsel, to conducta reasonable investigation within the meaning of the Securities Act.     Section 4.07. Indemnification. In the event any Registrable Securities and/or ParityRegistrable Securities are included in a Registration Statement under this Article IV, thefollowing indemnification provisions shall apply.     (a) Indemnification by the Company.     (i) Indemnification. To the extent permitted by law, the Company shallindemnify and hold harmless the Selling Holders, each of the employees, officers, directors,partners, members, managers, legal counsel and agents of such Selling Holders, anyunderwriter (as defined in the Securities Act) for such Selling Holders and each Person, ifany, who controls any of such Selling Holders or underwriter within the meaning of theSecurities Act or Exchange Act (collectively, the “Holder Indemnified Persons”)against and hold each Holder Indemnified Person harmless from any and all liabilities,obligations, losses, damages, (excluding consequential, special, indirect or punitivedamages), lawsuits, investigations, arbitrations, actions, judgments, costs, expenses orclaims, including, without limitation, reasonable attorneys’ fees and expenses incurred ininvestigation or defending any of the foregoing (collectively, “Losses”), that theHolder Indemnified Persons may suffer or sustain arising out of or due to any of thefollowing (any of the following being a “Violation”):
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     (A) any untrue statement or alleged untrue statement of a material factcontained in such Registration Statement, including any preliminary prospectus orfinal prospectus contained therein or any amendments or supplements thereto;     (B) the omission or alleged omission to state therein a material fact requiredto be stated therein, or necessary to make the statements therein not misleading; or     (C) any violation or alleged violation by the Company of the Securities Act,the Exchange Act, any state securities law or any rule or regulation promulgatedunder the Securities Act, the Exchange Act or any state securities law, or anyapplicable securities laws or Regulations of a jurisdiction outside the UnitedStates.     (ii) Limitations on Indemnification. Notwithstanding the foregoing, theCompany shall not be liable for:     (A) any amounts paid in settlement of any such Losses if such settlement iseffected without the consent of the Company (which consent shall not be unreasonablywithheld or delayed); or     (B) any Losses to the extent that such Losses arise out of or are based upon aViolation which occurs in reliance upon and in strict conformity with writteninformation furnished by such selling Registrable Security Holders expressly for usein connection with such registration.     (b) Indemnification by the Registrable Securities Holders.     (i) Indemnification. To the extent permitted by law, each Selling Holderparticipating in any registration pursuant to this Agreement shall indemnify and holdharmless the Company, each of the Company’s employees, officers, directors, legal counseland other agents, any underwriter (as defined in the Securities Act) for the Company andeach Person, if any, who controls the Company or underwriter within the meaning of theSecurities Act or Exchange Act (collectively, the “Company Indemnified Persons”),against and hold each Company Indemnified Person harmless from any and all Losses that theCompany Indemnified Persons may suffer or sustain arising out of or due to any Violation, ineach case to the extent (and only to the extent) that such Violation occurs in reliance uponand in strict conformity with written information furnished by such Selling Holder expresslyfor use in connection with such registration.     (ii) Limitations on Indemnification. Notwithstanding the foregoing, no SellingHolder shall be liable for:     (A) indemnification pursuant to this Agreement in excess of the aggregate netcash proceeds received by such Selling Holder from the offering of RegistrableSecurities in such registration; or
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     (B) any amounts paid in settlement of any such Losses if such settlement iseffected without the consent of such Selling Holder (which consent shall not beunreasonably withheld or delayed).     (c) Indemnification Mechanics. If there occurs an event which a Company IndemnifiedPerson or a Holder Indemnified Person (any such Person being the “Indemnitee”) heretoasserts is an indemnifiable event pursuant to this Section, the Indemnitee shall promptly notifythe party obligated to provide indemnification hereunder (the “Indemnitor”) in writing ofsuch event. Delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of itsobligations to the extent, if at all, that it is actually prejudiced by reason of such delay orfailure. The Indemnitor shall have a period of twenty (20) calendar days in which to respondthereto. If the Indemnitor so elects, within such twenty (20) day period, it shall be entitled toassume the defense of such claim (such election to be without prejudice to the right of theIndemnitor to dispute whether such claim constitutes Losses under this Section 4.07). If theIndemnitor fails to assume the defense of such matter within such twenty (20) calendar day periodor does not respond within such twenty (20) calendar day period, the Indemnitee against which suchmatter has been asserted shall (upon delivering notice to such effect to the Indemnitor) have theright to undertake, at the Indemnitor’s cost and expense, the defense, compromise or settlement ofsuch matter on behalf of the Indemnitee, provided that the Indemnitee shall not settle such claimwithout the consent of the Indemnitor (which consent shall not be unreasonably withheld) andprovided further that the Indemnitor shall have the right to participate in (but not control) atits own expense the defense of such asserted claim. In any event, the Indemnitee shall have theright to participate in (but not control) at its own expense the defense of such assertedliability; provided, however, that the Indemnitor shall pay the expenses of such defense if theIndemnitee is advised by counsel in writing that there are one or more legal defenses available tothe Indemnitee that are different from or additional to those available to the Indemnitor (in whichcase, if the Indemnitee notifies the Indemnitor in writing, the Indemnitor shall not have the rightto assume the defense of such asserted liability on behalf of the Indemnitee).     (d) Contribution. If the indemnification provided for in this Section is held by acourt of competent jurisdiction to be unavailable to an Indemnitee with respect to any Losses, thenthe Indemnitor, in lieu of indemnifying such Indemnitee hereunder, shall contribute to the amountpaid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriateto reflect the relative fault of the Indemnitor on the one hand and of the Indemnitee on the otherin connection with the Violation that resulted in such Losses, as well as any other relevantequitable considerations; provided, however, that in no event shall any contribution under thisSection 4.07(d) from any Selling Holder, together with the amount of any indemnification paymentsmade by such Selling Holder pursuant to Section 4.07(b) above, exceed the net proceeds from theoffering received by such Selling Holder. The relative fault of the Indemnitor and of theIndemnitee shall be determined by reference to, among other things, whether the Violation relatesto information supplied by the Indemnitor or the Indemnitee and the parties relative intent,knowledge, access to information, and opportunity to correct or prevent such Violation.     (e) No Inconsistent Underwriting Agreements. Notwithstanding any provision of thisAgreement to the contrary, the Selling Holders shall not be required to enter into an underwriting
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agreement that contains indemnification and contribution provisions which, in the solediscretion of such Selling Holders, materially differ from those contained in this Section 4.07.     Section 4.08. Transfer of Registration Rights. Each Investor’s rights under thisArticle IV may be assigned by such Investor (or any assignee permitted hereunder) to a transfereeor assignee of any of the Registrable Securities held by such Investor (or such assignee), providedthat (x) the Company is furnished a written notice of the name and address of such transferee orassignee and the Registrable Securities with respect to which such registration rights are beingassigned and (y) such transferee or assignee agrees in writing to be bound by and subject to theterms and conditions of this Agreement and (z) such assignee acquires Registrable Securitiesrepresenting at least one percent (1%) of the outstanding Common Shares.     Section 4.09. Registration in Non-U.S. Jurisdictions. In the event that the ADSscease to be listed on the Nasdaq Global Market and have not been listed on another nationallyrecognized securities exchange in the United States, but the Company has listed its Common Shares(or related depositary shares) on any Designated Offshore Securities Market or otherinternationally recognized securities exchange, then the Company shall use its reasonable bestefforts, to the extent permitted by applicable law, to provide the Registrable Securities Holderswith substantially the same rights and benefits in such jurisdiction as are provided for in thisAgreement, and to take such steps, if any, consistent with customary market practice at the time sothat the Registrable Securities are freely transferable in such listed market without transferrestrictions imposed by the securities or similar laws of such jurisdiction.     Section 4.10. Rule 144 Reporting. With a view to making available to the RegistrableSecurity Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may atany time permit a Registrable Security Holder to sell securities of the Company to the publicwithout registration or pursuant to a registration on Form F-3, the Company agrees, at any time itis subject to the reporting requirements of the Securities Act and the Exchange Act, to:     (a) make and keep public information available as those terms are understood and defined inRule 144;     (b) file with the SEC in a timely manner all reports and other documents required of theCompany under the Securities Act and the Exchange Act;     (c) furnish to any Registrable Security Holder, so long as the Registrable Security Holderowns any Registrable Securities, upon request, (i) a written statement by the Company that it hascomplied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, orthat it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any timeafter it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Companyand such other reports and documents so filed by the Company and (iii) such other information asmay be reasonably requested in availing any Registrable Security Holder of any rule or regulationof the SEC which permits the selling of any such securities without registration or pursuant tosuch form; and     (d) to take such action as is necessary to enable the Registrable Security Holders to utilizeForm F-3 for the sale of their Registrable Securities.
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     Section 4.11. Subsequent Registration Rights. From and after the date of thisAgreement, the Company shall not, without the prior written consent of Registrable Security Holdersholding a majority of the outstanding Registrable Securities, enter into any agreement with anyholder or prospective holder of any securities of the Company which provides such holder orprospective holder of securities of the Company the right (a) to include such securities in anyregistration filed under this Article IV hereof, unless under the terms of such agreement, suchholder or prospective holder may include such securities in any such registration only to theextent that the inclusion of such securities shall not reduce the amount of the RegistrableSecurities of the Registrable Security Holders that are included or (b) to demand registration oftheir securities.ARTICLE VMISCELLANEOUS     Section 5.01. Notices. All notices, requests, demands and other communications to anyparty or given under this Agreement shall be in writing and delivered personally, by overnightdelivery or courier, by registered mail or by telecopier (with confirmation received) to theparties at the address or telecopy number specified for such parties below (or at such otheraddress or telecopy number as may be specified by a party in writing given at least five businessdays prior thereto). All notices, requests, demands and other communications shall be deemeddelivered when actually received:(a)   If to the Company, at:Xinhua Finance Media Limited