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Shareholders Agreement - Michael Kors Holdings Ltd.

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EXECUTION VERSION

SHAREHOLDERS AGREEMENT

among

MICHAEL KORS HOLDINGS LIMITED

and

THE SHAREHOLDERS NAMED HEREIN

Dated as of July 11, 2011

TABLE OF CONTENTS


		Page

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1	Certain Definitions		1
Section 1.2	Terms Defined Elsewhere		8
Section 1.3	Interpretation		9

ARTICLE II

PREEMPTIVE RIGHTS

Section 2.1	Preemptive Rights		10
Section 2.2	Exempt Issuances		12

ARTICLE III

TRANSFER

Section 3.1	General Restrictions		13
Section 3.2	Permitted Transfers		14
Section 3.3	Conditions to Transfers		16
Section 3.4	Effect of Permitted Transfer		16
Section 3.5	Right of First Offer		17
Section 3.6	Tag-Along Rights		18
Section 3.7	Drag-Along Rights		21

ARTICLE IV

REGISTRATION RIGHTS

Section 4.1	Demand Rights		24
Section 4.2	Piggyback Registration Rights		26
Section 4.3	Form S-3 Registration		28
Section 4.4	Shelf Take Downs		30
Section 4.5	Selection of Underwriters		32
Section 4.6	Withdrawal Rights; Expenses		32
Section 4.7	Registration and Qualification		33
Section 4.8	Underwriting; Due Diligence		36
Section 4.9	Indemnification and Contribution		38
Section 4.10	Cooperation; Information by Selling Holder		40
Section 4.11	Rule 144		41
Section 4.12	Holdback Agreement		41
Section 4.13	Suspension of Sales		42

TABLE OF CONTENTS

(Continued)


		Page

Section 4.14	Third Party Registration Rights		42
Section 4.15	Foreign IPO		42

ARTICLE V

INFORMATION; BOARD OBSERVER; OTHER AGREEMENTS

Section 5.1	Financial Information		43
Section 5.2	Confidentiality		43
Section 5.3	Board Rights; Board Observer		44
Section 5.4	No Side Agreements		45
Section 5.5	Authorized Company Capital Stock		45
Section 5.6	Organizational Documents		46
Section 5.7	Corporate Opportunities		46
Section 5.8	Taxes		47
Section 5.9	Territory Licensing Restriction		48

ARTICLE VI

GENERAL PROVISIONS

Section 6.1	Certificate Legend		48
Section 6.2	Termination		49
Section 6.3	Conflict with Memorandum and Articles of Association		49
Section 6.4	Additional Securities Subject to Agreement		49
Section 6.5	Notices		49
Section 6.6	Counterparts		52
Section 6.7	Entire Agreement		52
Section 6.8	Binding Effect; No Third-Party Beneficiary		52
Section 6.9	Governing Law		53
Section 6.10	Assignment		53
Section 6.11	Submission to Jurisdiction; Service		53
Section 6.12	Severability		53
Section 6.13	Waiver and Amendment		53
Section 6.14	Waiver of Jury Trial		54
Section 6.15	Specific Performance		54
Section 6.16	Other Matters		54
Section 6.17	Fees and Expenses		55

TABLE OF CONTENTS

(Continued)


		Page

SCHEDULES

Schedule I	Existing Shareholders
Schedule II	New Shareholders

EXHIBITS

Exhibit A	Form of Amended and Restated Articles of Association
Exhibit B	Form of Amended and Restated Memorandum
Exhibit C	Form of Joinder
Exhibit D	China License Term Sheet
Exhibit E	Hong Kong, Macau and Taiwan License Term Sheet

iii

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT, dated as of July 11, 2011 (this "Agreement"), by and among Michael Kors Holdings Limited, a British Virgin Islands limited company (the "Company"), the Existing Shareholders listed on Schedule I attached hereto, and the New Shareholders listed on Schedule II attached hereto.

RECITALS

WHEREAS, the Company, the Existing Shareholders, SHL Fashion Limited, a British Virgin Islands limited company ("SHLF"), and SHL-Kors Limited, a British Virgin Islands limited company ("SHLK"), are parties to a Restructuring Agreement, dated as of July 7, 2011 (the "Restructuring Agreement"), pursuant to which, amongst other things, (i) SHLK merged with and into the Company, with the Company as the surviving company and, following such merger, (ii) SHLF merged with and into the Company, with the Company as the surviving company (the actions set forth in clauses (i) and (ii), together with related transactions contemplated by the Restructuring Agreement, the "Restructuring");

WHEREAS, as result of the Restructuring, each Existing Shareholder has become the owner of the number of issued outstanding Ordinary Shares and/or Preference Shares set forth opposite such Existing Shareholder's name on Schedule I attached hereto;

WHEREAS, the Restructuring is being consummated prior to, and in anticipation of, the proposed offering (the "Offering") of up to $500,000,000 aggregate amount of Preference Shares;

WHEREAS, in connection with the closing of the Restructuring, the Company and each Existing Shareholder has agreed to execute and deliver this Agreement; and

WHEREAS, as a condition to its participation therein, each New Shareholder purchasing Preference Shares in the Offering shall execute and deliver (a) the Subscription Agreement with the Company and the Existing Shareholders (the "Subscription Agreement") and (b) this Agreement.

Accordingly, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1 Certain Definitions. Unless the context otherwise requires, the following terms, when used in this Agreement, shall have the respective meanings given to them below (such meanings to be equally applicable to the singular and plural forms of the terms defined):

"Acceptable Securities" means any preference or preferred securities of any Person that have the substantially similar economic and legal characteristics as the Preference Shares (including lock up provisions, liquidity and registration rights and other shareholder rights and obligations as nearly equivalent as may be practicable to the lock up, liquidity and registration rights and obligations provided for herein and in the Memorandum).

"Advised Account" means any New Shareholder (or Affiliate of any New Shareholder) for whom T. Rowe Price Associates, Inc. or Fidelity Investments, Inc. is the investment adviser.

"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise. Advised Accounts that share the same investment adviser (or affiliated investment adviser) shall be deemed to be Affiliates for purposes of this Agreement.

"Ancillary Documents" means the Restructuring Agreement, the Subscription Agreement, the Articles of Association, the Memorandum and each other agreement entered into by the New Shareholders in connection with the transactions contemplated by this Agreement, the Restructuring Agreement or the Subscription Agreement.

"Articles of Association" means the amended and restated articles of association of Michael Kors Holdings Limited, in the form attached hereto as Exhibit A, as may be further amended, modified, restated or supplemented.

"Board" means the Board of Directors of the Company.

"Business Day" means a day, other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.

"Closing" means the closing of the Offering.

"Company Sale" means (a) any sale or Transfer, in one or more related transactions, of the Company whether by sale or other Transfer of Shares, merger, consolidation, amalgamation, recapitalization or equity sale (including a sale of securities by the Company other than in the IPO), which has the effect of the direct or indirect acquisition of the Majority Voting Power in the Company from the Shareholder or Shareholders who directly or indirectly held such Majority Voting Power in the Company immediately prior to such sale; provided, that, for avoidance of doubt, a transaction that results in the Shareholder or Shareholders who held such Majority Voting Power immediately prior to such sale continuing to directly or indirectly hold (either by remaining outstanding or by being converted into voting Equity Securities of the successor or surviving entity) the Majority Voting Power in the Company or comparable voting Equity Securities of the surviving or successor entity outstanding immediately after such transaction shall not constitute a Company Sale; or (b) any sale or Transfer, other than to the Company or any wholly-owned Subsidiary of the Company, directly or indirectly, in one or more

related transactions, of all or substantially all of the consolidated assets of the Company and its Subsidiaries (which may include, for the avoidance of doubt, the sale or issuance of Equity Securities of one or more Subsidiaries of the Company); provided, that, for avoidance of doubt, a transaction that results in (A) the Shareholder or Shareholders who held such Majority Voting Power of the Company immediately prior to such sale continuing to directly or indirectly hold the Majority Voting Power of the Person that acquires such assets immediately after such transaction and (B) the holders of Preference Shares immediately prior to such sale acquiring Acceptable Securities of the Person that acquires such assets immediately after such transaction shall not constitute a Company Sale. Notwithstanding the foregoing, an IPO or any broadly disseminated Public Offering of Equity Securities of the Company or any of its Subsidiaries shall not constitute a Company Sale.

"Disclosure Package" means (a) the preliminary prospectus, (b) each Free Writing Prospectus and (c) all other information that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale (including a contract of sale).

"Equity Securities" means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), all securities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor of such entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Ordinary Shares and any Share Equivalents (including the Preference Shares).

"Exchange Act" means the Securities Exchange Act of 1934.

"Existing Shareholders" means the Persons listed on Schedule I attached hereto and their respective Permitted Transferees, and the term "Existing Shareholder" means any such Person.

"FINRA" means the Financial Industry Regulatory Authority, or any successor self-regulatory organization.

"Form S-3" means Form S-3 or Form F-3, as applicable, under the Securities Act as is in effect on the date hereof or any successor form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

"Free Writing Prospectus" means any "free writing prospectus," as defined in Rule 405 under the Securities Act.

"GAAP" means generally accepted accounting principles in the United States, consistently applied.

"Governmental Authority" means any federal, national, state, foreign, provincial, local or other government or any governmental, regulatory, administrative or self-regulatory authority, agency, bureau, board, commission, court, judicial or arbitral body, department, political subdivision, tribunal or other instrumentality thereof.

"Holder" means any Person owning or having the right to acquire Registrable Securities or any permitted assignee thereof.

"Intellectual Property" means all right, title and interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof; (b) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof; (c) all internet domain names; (d) all copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof; and (e) trade secrets, confidential and proprietary information and know-how.

"IPO" means the first Public Offering of Shares in a firm commitment underwriting (i) in the United States or (ii) in the United Kingdom with a listing on the London Stock Exchange, in Hong Kong on the Hong Kong Stock Exchange or any other country with a listing on an internationally recognized stock exchange (any such international exchange together with any exchange in the United States, an "Approved Exchange") recommended by the lead managing underwriter or underwriters and approved by the Board.

"IPO Registration Statement" means the Registration Statement of the Company filed under the Securities Act with respect to the IPO.

"Law" means any statute or law (including common law), constitution, code, ordinance, rule, treaty or regulation and any Order.

"Liquid Securities" means, in the case of equity securities, that are of a class listed on one or more Approved Exchanges and that are immediately salable without contractual or legal restrictions on transfer (it being agreed that such securities shall not be deemed to be subject to legal restrictions if such securities are (A) immediately salable pursuant to Rule 144 (or applicable non U.S. equivalent to Rule 144) without volume limitations or (B) entitled to the benefits of a shelf registration or other registration rights that are immediately exercisable.

"Majority Voting Power" means, with respect to any Person, either (a) the power to elect or direct the election of a majority of the board of directors or other similar body of such Person or the power to control such Person by contract or as the managing member or general partner (or other equivalent status) of such Person or (b) direct or indirect ownership of Equity Securities representing a majority of the voting interests of such Person.

"Memorandum" means the amended and restated memorandum of association of Michael Kors Holdings Limited, in the form attached hereto as Exhibit B, as may be further amended, modified, restated or supplemented.

"New Shareholders" means the Persons listed on Schedule II attached hereto and their respective Permitted Transferees, and the term "New Shareholder" means any such Person.

"Order" means any award, injunction, judgment, decree, order, ruling, subpoena, assessment, writ or verdict or other decision issued, promulgated or entered by or with any Governmental Authority of competent jurisdiction.

"Ordinary Shares" means the ordinary shares of the Company, no par value, together with any other capital shares of the Company or any other Person into which such ordinary shares are reclassified or reconstituted (whether by merger, consolidation, recapitalization, reclassification or otherwise).

"Other Securities" means securities of the Company sought to be included in a registration (other than Registrable Securities).

"Person" means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a Governmental Authority.

"Preference Shares" means the convertible preference shares of the Company, no par value, together with any other capital shares of the Company or any other Person into which such convertible preference shares are reclassified or reconstituted (whether by merger, consolidation, recapitalization, reclassification or otherwise).

"Pro Rata Share" means, with respect to any Shareholder, a percentage interest (expressed as a percentage) that results from dividing (a) the number of Ordinary Shares held by such Shareholder by (b) the aggregate number of Ordinary Shares held by all Shareholders electing to participate in the purchase of Offered Securities pursuant to Section 2.1 (assuming the conversion of all Preference Shares held by such Shareholder or Shareholders into Ordinary Shares in each of (a) and (b) above).

"Public Offering" means a public offering of Ordinary Shares pursuant to an effective registration statement (other than on Form F-4, Form S-4, Form S-8 or any successor forms) filed by the Company under the Securities Act or any equivalent foreign securities laws.

"Qualified IPO" has the meaning ascribed to such term in the Articles of Association.

"Registrable Securities" shall mean, at any time, any Ordinary Shares beneficially owned by any Shareholder (including Ordinary Shares issuable upon the exercise of stock options or the conversion of Preference Shares). Registrable Securities held by any Shareholder will cease to be Registrable Securities when (a) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement,

(b) such securities have been disposed of pursuant to Rule 144 promulgated under the Securities Act, (c) following the second anniversary of the IPO, the entire amount of the Registrable Securities held by any Shareholder may be sold by such Shareholder, in the opinion of counsel reasonably satisfactory to the Company, without any limitation as to volume or manner of sale requirements pursuant to Rule 144 promulgated under the Securities Act or (d) they have ceased to be outstanding.

"Registration Expenses" means any and all expenses incident to performance of or compliance with any registration of securities, including: (a) the fees, disbursements and expenses of the Company's counsel and accountants, including for special audits and comfort letters; (b) all expenses, including filing fees, in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (c) the cost of printing or producing any underwriting agreements and blue sky or legal investment memoranda and any other documents in connection with the offering, sale or delivery of the securities to be disposed of; (d) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities Laws, including the reasonable fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with any blue sky and legal investment surveys; (e) the filing fees and the reasonable fees and disbursements of counsel to the underwriters incident to securing any required review and qualification by FINRA of the terms of the sale of the securities to be disposed of; (f) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (g) all security engraving and security printing expenses; (h) all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system or the rating of such securities; (i) all reasonable out of pocket costs and expenses with respect to road shows that the Company is obligated to pay pursuant to Section 4.7(o); (j) the reasonable fees and expenses of one counsel reasonably acceptable to the Company for all of the Selling Holders participating in the registration incurred in connection with any such registration; and (k) any other reasonable fees and disbursements of underwriters customarily paid by the Selling Holders, but excluding underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

"Registration Statement" means any registration statement filed pursuant to the Securities Act.

"Representatives" means, with respect to any Person, its Affiliates and its and their respective directors, officers, employees, managers, trustees, principals, shareholders, members, general or limited partners, agents and other representatives.

"Sale Payment" has the meaning ascribed to such term in the Memorandum.

"SEC" means the United States Securities and Exchange Commission or any successor agency.

"Securities Act" means the Securities Act of 1933.

"Selling Holders" means, with respect to any Registration Statement, any Holder whose Registrable Securities are included therein.

"Share Equivalents" means any securities convertible into or exchangeable or exercisable for Ordinary Shares, and any warrants, options or other rights to purchase or acquire Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares.

"Shareholders" means the Existing Shareholders and the New Shareholders, and the term "Shareholder" means any such Person. For the avoidance of doubt, any reference herein to any of the foregoing Persons shall also include such Person's Permitted Transferees.

"Shares" means, collectively, Equity Securities of the Company, including the Ordinary Shares and the Preference Shares.

"Shelf Holder" means any holder of Registrable Securities that are included in the Form S-3 Shelf Registration Statement.

"Subsidiary" means, with respect to any specified Person, (a) any corporation or company more than 50% of whose voting or capital stock is, as of the time in question, directly or indirectly owned by such Person and (b) any partnership, joint venture, association, or other entity in which such Person, directly or indirectly, owns more than 50% of the equity or economic interest thereof or has the power to elect or direct the election of more than 50% of the members of the governing body of such entity.

"Transfer" means any transfer, sale, assignment, pledge, hypothecation or other disposition of any Shares, whether directly or indirectly (including by merger or sale of equity in any direct or indirect holding company, all or substantially all of whose assets consist of Shares), irrespective of whether any of the foregoing are effected voluntarily, involuntarily, by operation of Law, pursuant to judicial process or otherwise, or whether inter vivos or upon death; provided, however, that any pledge, hypothecation or grant of any security interest to an institutional lender in which the Shareholder of such Shares retains the power to vote such Shares shall not constitute a Transfer; provided, further, that any foreclosure or other realization upon such pledge, hypothecation or security interest by the creditor with respect thereto shall constitute a Transfer and shall be subject to the provisions of this Agreement. When used as a verb, "Transfer" and "Transferred" shall have the correlative meaning. In addition, "Transferee" shall have the correlative meaning.

"Voting and Lock-Up Agreement" means the Voting and Lock-up Agreement dated as of the date hereof, by and among the Company and the Existing Shareholders, as it may be amended from time to time.

Section 1.2 Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:


Term		Section
Agreement		Preamble
Board Observer		5.3(b)
Company		Preamble
Confidential Information		5.2(a)
Corporate Opportunity Party		5.7
Demand		4.1(a)
Demand Registration		4.1(a)
Drag Notice		3.7(b)
Drag-Along Sale		3.7(a)
Dragged Shareholders		3.7(a)
Dragging Shareholders		3.7(a)
Excess Shares		2.1(c)
Executive Transfer		3.2(c)
Family Member		3.2(b)
Form S-3 Registration Statement		4.3(b)
Form S-3 Shelf Registration Statement		4.3(b)
Fully Participating Shareholder		2.1(c)
Initial Exercise Period		3.5(b)
Initial Purchaser		2.1(g)
Initiating Shelf Holder		4.4(a)
IPO Holdback Period		Appendix
Legend		6.1
Marketed Underwritten Shelf Take-Down		4.4(b)
New Issuance		2.1(a)
New Issuance Notice		2.1(a)
Non-Electing Shares		3.6(d)
Non-Marketed Underwritten Shelf Take-Down		4.4(c)
Non-Marketed Underwritten Shelf Take-Down Notice		4.4(d)
Notice Recipient		4.4(d)
Offer Notice		3.5(a)
Offer Price		3.5(a)
Offered Securities		2.1(a)
Offered Tag-Along Sale Shares		3.6(b)
Offering		Recitals
Offering Price		2.1(a)
Permitted Transfer		3.2
Permitted Transferee		3.2
Permitted Trust		3.2(b)
Piggyback Notice		4.2(a)
Pro Rata Take-Down Portion		4.4(f)
Proposed Purchaser		3.6(a)
Remaining ROFO Shares		3.5(c)
Requisite Percentage		3.6(c)
Restructuring		Recitals
Restructuring Agreement		Recitals
Right of First Offer Closing		3.5(f)
ROFO Confirmation Notice		3.5(d)


Term		Section
ROFO Recipients		3.5(a)
Selling Shareholders		3.6(a)
Shelf Take-Down		4.4(a)
SHLF		Recitals
SHLK		Recitals
Subscription Agreement		Recitals
Tag-Along Notice		3.6(b)
Tag-Along Rights		3.6(a)
Tag-Along Sale		3.6(a)
Tagging Shareholder		3.6(a)
Transferor		3.5(a)
Transferred Shares		3.5(a)
Underwritten Shelf Take-Down		4.4(b)
Underwritten Shelf Take-Down Notice		4.4(b)

Section 1.3 Interpretation. Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:

(a) The article and section headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation hereof.

(b) When a reference is made in this Agreement to an article or a section, paragraph, exhibit or schedule, such reference shall be to an article or a section, paragraph, exhibit or schedule hereof unless otherwise clearly indicated to the contrary.

(c) Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

(d) The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e) The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if."

(f) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(g) A reference to "$," "U.S. dollars" or "dollars" shall mean the legal tender of the United States of America.

(h) A reference to any period of days shall be deemed to be to the relevant number of calendar days, unless otherwise specified.

(i) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(j) Unless otherwise defined, a reference to any accounting term shall have the meaning as defined under GAAP.

(k) The parties have participated jointly in the negotiation and drafting of this Agreement (including the Schedules and Exhibits hereto). In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions hereof.

(l) Any statute or Law defined or referred to herein or in any agreement or instrument that is referred to herein means such statute or Law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes or Laws and references to all attachments thereto and instruments incorporated therein.

ARTICLE II

PREEMPTIVE RIGHTS

Section 2.1 Preemptive Rights.

(a) If the Company or any of its Subsidiaries proposes to issue, offer, sell or otherwise Transfer to any Person (i) Equity Securities in the Company or such Subsidiary, or (ii) any rights to subscribe for or purchase pursuant to any option or otherwise any Equity Securities of the company or any of its Subsidiaries, in each case except as provided in Section 2.2 (each, a "New Issuance"), or enter into any contracts relating to a New Issuance, the Company shall provide written notice to each Shareholder of such proposed New Issuance at least fifteen (15) Business Days in advance of the anticipated issuance date (the "New Issuance Notice"), which shall set forth the identity of the proposed purchaser, the number of Equity Securities proposed to be offered (the "Offered Securities"), the cash purchase price per security (the "Offering Price"), the anticipated issuance date and the other material terms and conditions of such New Issuance. Each Shareholder shall have the right to purchase for cash up to its Pro Rata Share of the Offered Securities (which, in the case of a New Issuance by a Subsidiary of the Company shall be determined on a look-through basis, based on its indirect percentage of the outstanding common shares of such Subsidiary), at the price per security and otherwise on the same terms and conditions as such New Issuance.

(b) A Shareholder may elect to exercise its preemptive rights with respect to such New Issuance by delivering an irrevocable written notice (a "Section 2.1 Notice") to the Company within ten (10) Business Days after the date the New Issuance Notice is delivered, setting forth the maximum percentage of the Offered Securities that such Shareholder desires to hold following the consummation of the New Issuance. If a Shareholder does not deliver a Section 2.1 Notice in accordance with this Section 2.1, then such Shareholder shall be deemed to have elected not to exercise its preemptive rights with respect to such New Issuance. For purposes of this Article II, an exercising Shareholder may allocate its portion of the Offered Securities among one or more of its Affiliates at the discretion of such exercising Shareholder.

(c) At least three (3) Business Days prior to the consummation of any New Issuance, the Company shall provide written notice to each electing Shareholder, which shall set forth the actual issuance date (determined in accordance with the following sentence) and such electing Shareholder's Pro Rata Share or such lesser percentage set forth in such Shareholder's Section 2.1 Notice. For purposes of clarity, if the Company or any of its Subsidiaries consummates such New Issuance and the total number of Offered Securities to be sold is less than the number set forth in the New Issuance Notice, then each electing Shareholder shall purchase such electing Shareholder's Pro Rata Share or such lesser percentage set forth in such Shareholder's Section 2.1 Notice based on such reduced number of Offered Securities. Any New Issuance shall be consummated on the later of (a) the proposed issuance date for such New Issuance set forth in the New Issuance Notice and (b) the fifth (5^th) Business Day following the date on which all regulatory and governmental licenses, registrations, approvals and consents required for the New Issuance are received and all applicable waiting periods have expired or been waived or terminated (provided, however, that the Company and the electing Shareholders shall each use their commercially reasonable efforts to obtain such licenses, registrations, approvals or consents). If any of the Shareholders fails to exercise its preemptive rights under this Section 2.1 or elects to exercise such rights with respect to less than such Shareholder's full Pro Rata Share (the difference between such Shareholder's Pro Rata Share and the number of Offered Securities for which such Shareholder exercised its preemptive rights under this Section 2.1, the "Excess Shares"), any participating Shareholder electing to exercise its rights with respect to its full Pro Rata Share (a "Fully Participating Shareholder") shall be entitled to purchase from the Company an additional number of Offered Securities up to the aggregate number of Excess Shares, provided that such Fully Participating Shareholder shall only be entitled to purchase up to that number of Excess Shares equal to the lesser of (i) the number of Excess Shares it has elected to purchase and (ii) the number of Excess Shares equal to the product of (A) the number of Excess Shares and (B) the quotient obtained by dividing (1) the total number of Ordinary Shares then owned by such Fully Participating Shareholder by (2) the total number of Ordinary Shares then owned by all Fully Participating Shareholders exercising their rights pursuant to this sentence (assuming the conversion of all Preference Shares held by the Fully Participating Shareholders into Ordinary Shares in each of clauses (1) and (2) above).

(d) If the Shareholders do not elect to purchase all of the Offered Securities in accordance with this Section 2.1, then the Company may, within 90 days from the date of delivery of the New Issuance Notice, offer, sell or otherwise Transfer any remaining portion of the Offered Securities to any Person or Persons at a price or prices equal to or greater than the Offering Price and on other terms and conditions not more favorable in the aggregate to the other purchasers than those set forth in the New Issuance Notice. If more than 90 days elapse from the date of delivery of the New Issuance Notice without the consummation of such Transfer of the remaining portion of the Offered Securities, the Company's right to consummate such Transfer shall expire and the Company shall be required to comply with the procedures set forth in this Section 2.1 prior to offering, selling or otherwise transferring to any Person the Offered Securities. The election by a Shareholder not to exercise its preemptive rights under this Section 2.1 in any one instance shall not affect its right (other than in respect of a reduction in its Pro Rata Share) as to any future New Issuances under this Section 2.1.

(e) Any New Issuance without first giving the Shareholders the rights described in this Section 2.1 shall be void ab initio and of no force and effect. The preemptive rights of a Shareholder hereunder may not be transferred, sold, assigned or otherwise disposed of, except to a Permitted Transferee of such Shareholder, and any purported disposition in violation hereof shall be void and of no force or effect.

(f) There shall be no liability on the part of the Company, the Board or any Shareholder if a New Issuance is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a New Issuance shall be in the sole and absolute discretion of the Board.

(g) Notwithstanding anything to the contrary contained herein, the preemptive rights of the Shareholders under this Section 2.1 shall be deemed satisfied with respect to any issuance of Offered Securities if within thirty (30) days following the sale of any Offered Securities by the Company to one or more Persons who are not, in each case, a holder of at least 3% of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) or an Affiliate of such holder (each, an "Initial Purchaser"), the Company offers to sell to each Shareholder on the same terms (including the price per share) as the Initial Purchasers purchased such Offered Securities the number of Offered Securities which each Shareholder (other than any Initial Purchasers) would have been entitled to purchase with respect to such issuance of Offered Securities pursuant to Section 2.1(a).

Section 2.2 Exempt Issuances. The provisions of Section 2.1 shall not apply to issuances of securities:

(i) in connection with the Restructuring;

(ii) pursuant to the Subscription Agreement in connection with the Offering or any offering of Preference Shares pursuant to Section 5(j) of the Subscription Agreement;

(iii) pursuant to the exercise of any Shareholder's preemptive rights under Section 2.1;

(iv) to officers, employees or directors of, or individuals who are consultants to, the Company or its Subsidiaries pursuant to any compensation arrangement adopted from time to time, profit sharing, option or other equity incentive plans (including any employee share ownership plan) approved by the Board and Equity Securities issued upon exercise of such options or rights or otherwise issued pursuant to such plans, provided that such issuance shall not exceed (a) the number of Shares for which options may be granted under the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan plus (b) 2,500,000 Shares (in each case, as appropriately adjusted from time to time for any share split, reclassification, subdivision or recapitalization or any share dividend, or any corporate restructuring or reorganization), in the aggregate;

(v) to third-party service providers or other third-party business partners who are not Affiliates of the Company or any Shareholder holding at least 3% of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into

Ordinary Shares), in each case, for bona fide commercial purposes and on an arm's length basis, provided that such issuance shall not exceed 2,500,000 Shares (in each case, as appropriately adjusted from time to time for any share split, reclassification, subdivision or recapitalization or any share dividend, or any corporate restructuring or reorganization), in the aggregate;

(vi) as consideration for the acquisition of another Person who is not an Affiliate of the Company or any Shareholder holding at least 3% of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares), by the Company by consolidation, merger, purchase of all or substantially all of the assets or other reorganization in which the Company acquires one or more divisions or lines of business or all or substantially all of the assets of such other Person or 50% or more of the voting power or equity ownership of such other Person;

(vii) (a) pursuant to a Public Offering or (b) in connection with any debt financing by the Company or any of its Subsidiaries with a Person who is not an Affiliate of the Company or any Shareholder holding at least 3% of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares);

(viii) in connection with the conversion, exchange or exercise of any Equity Securities (including, for the avoidance of doubt, the conversion of Preference Shares into Ordinary Shares) in accordance with their applicable terms (it being understood that nothing in this clause (viii) shall affect the applicability of this Article II to the issuance of any such Equity Securities);

(ix) in connection with any share split, reclassification, subdivision or recapitalization or any share dividend, or any corporate restructuring or reorganization, in each case approved by the Board, and whereby such securities are distributable on a pro rata basis to all Shareholders; or

(x) by a Subsidiary of the Company to the Company or a wholly owned direct or indirect Subsidiary of the Company.

provided, that in no event shall the total number of Shares issued pursuant to clauses (iv)(b), (v), (vi) and (vii) above exceed 5,000,000 Shares (as appropriately adjusted from time to time for any share split, reclassification, subdivision or recapitalization or any share dividend, or any corporate restructuring or reorganization), in the aggregate.

ARTICLE III

TRANSFER

Section 3.1 General Restrictions. Except as otherwise permitted in this Article III, prior to the earlier of (a) the consummation of an IPO, (b) the consummation of a Company Sale, (c) a liquidation, winding-up or dissolution of the Company and (d) the third (3rd) anniversary of the Closing, no Shareholder shall Transfer all or any portion of its Shares, or rights with respect to its Shares; it being understood that any such Transfer not in accordance with this Section 3.1 or the remainder of Article III will be deemed to constitute a Transfer by

such Shareholder in violation of this Agreement, shall be void ab initio and the Company shall not recognize any such Transfer. This Article III shall not apply to any Shares sold pursuant to the Subscription Agreement in connection with the Offering.

Section 3.2 Permitted Transfers. Subject to Section 3.3, the provisions of Section 3.1 shall not apply to the following Transfers of Shares by a Shareholder (each of which shall be deemed to constitute a "Permitted Transfer," and each Transferee of a Permitted Transfer of Shares under clause (a) through (g) are referred to herein as a "Permitted Transferee"):

(a) any Transfer of Shares by a Shareholder to an Affiliate of such Shareholder (provided, that such Affiliate remains an Affiliate of the transferring Shareholder immediately after such Transfer and such transferring Shareholder remains, jointly and severally with the Affiliate Transferee, responsible for any and all obligations and liabilities under this Agreement);

(b) in the case of a Shareholder who is an individual, any Transfer of Shares by such Shareholder to (i) the spouse or children (whether lineal or adopted) of such Shareholder (each, a "Family Member") or (ii) any trust or similar estate planning entity established for the sole benefit of a Family Member (a "Permitted Trust") (provided, however, that each such Permitted Trust shall provide that all of the beneficial interests therein are held by a Family Member and that the voting, managerial and operational control of such Permitted Trust remains solely with such Shareholder who establishes the Permitted Trust until the death or incapacity of such Shareholder);

(c) any Transfer of Shares by a Shareholder who is a senior executive of the Company or any of its Subsidiaries (or by such Shareholder's estate or applicable beneficiary in the event of such Shareholder's death) to (i) the Company or any of its Subsidiaries (ii) any of the Existing Shareholders, their respective Affiliates or, with respect to any Existing Shareholder who is an individual, such Existing Shareholder's Family Members or Permitted Trusts, or (iii) any third party, in each case pursuant to post-termination rights set forth in such senior executive's employment contract with the Company or any of its Subsidiaries, as applicable (an "Executive Transfer");

(d) any Transfer of Shares by a Shareholder in connection with any tender or exchange offer, merger, consolidation, amalgamation, recapitalization or other form of business combination involving the Company that is available on the same terms to all holders of Ordinary Shares (including Ordinary Shares issuable upon the conversion of Preference Shares) and approved by the Board;

(e) any Transfer of Shares by a Shareholder consented to by the Board, if any, which consent shall be granted or withheld in the Board's sole discretion; provided, that such Transfers shall be subject to rights of first offer in favor of the Company and the other Shareholders consistent with the procedures set forth in Section 3.5 (Rights of First Offer) and Tag-Along Rights in favor of the New Shareholders consistent with the procedures set forth in Section 3.6 (Tag-Along Rights); provided, further, that neither Michael Kors (for purposes of this Section 3.2(e) only, Michael Kors shall be deemed to include any Permitted

Transferee of Michael Kors under Section 3.2(a) and (b)) nor John Idol (for purposes of this Section 3.2(e) only, John Idol shall be deemed to include any Permitted Transferee of John Idol under Section 3.2(a) and (b)) shall effect any Transfers under this Section 3.2(e) if such Transfer (together with all other Transfers made by such Person under this Section 3.2(e)) results in Michael Kors or John Idol, as the case may be, holding less than 80% of the Shares held by such Person on the date hereof on a fully diluted basis (assuming the exercise of all stock options); provided, further, that nothing contained in this Section 3.2(e) shall prohibit Michael Kors or John Idol from participating in a Tag-Along Sale or Drag-Along Sale in accordance with the provisions of (i) Section 3.6 (Tag-Along Rights) and (ii) Section 3.7 (Drag-Along Rights);

(f) any Transfer of Shares by a Shareholder subject to, or in accordance with, the provisions of (i) Section 3.6 (Tag-Along Rights) or (ii) Section 3.7 (Drag-Along Rights);

(g) any Transfer of Shares by a Shareholder in the IPO;

(h) any Transfer of Shares by a Shareholder pursuant to Section 5(j) of the Subscription Agreement; or

(i) any Transfer of Shares by a New Shareholder that purchased at least 1,628,528 Preference Shares in the Offering if (i) such Transfer is made to a mutual fund, pension plan or other passive institutional investor which, to the knowledge of such New Shareholder, typically makes investments in Persons in the ordinary course of business for investment purposes only and not with the purpose or effect of changing or influencing the control of such Person, (ii) such Transfer (A) does not cause the Company to become a reporting company under the Exchange Act and (B) does not increase the number of record and beneficial owners of Shares to be more than 150 Persons as a result of such Transfer, (iii) as a result of such Transfer, no Person would have (together with its Affiliates) beneficial or record ownership of 50% or more of the outstanding Preference Shares or more than 50% of the Ordinary Shares for which the Preference Shares may be converted (other than to the extent such Transfer is made to Person that is a Shareholder on the date hereof) and (iv) such Transfer is subject to the rights of first offer in favor of the Company and the other Shareholders consistent with the procedures set forth in Section 3.5 (Rights of First Offer); it being understood that notwithstanding anything contained in Section 5.3 to the contrary, any Transfer made pursuant to this Section 3.2(i) shall not Transfer any Board Observer rights but shall instead Transfer the right, to the extent the transferee meets the requirements of the first sentence of Section 5.3(b), to receive copies of all materials and information provided to the members of the Board (whether in connection with a meeting, an action by written consent or otherwise), including an annual budget and business plan and any multi-year budget or business plan. Shares purchased in the Offering by New Shareholders that are Advised Accounts and have a common or Affiliated investment adviser shall be aggregated for purposes of determining whether such New Shareholder has met the threshold regarding Preference Shares purchased in the Offering

Section 3.3 Conditions to Transfers. In addition to all other terms and conditions contained in this Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied:

(a) prior thereto:

(i) the Transferor shall have provided to the Company, (x) at least ten (10) Business Days' prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article III, and (z) such other information and documents as may be reasonably requested by the Company in order for it to determine whether such Transfer is permitted under this Article III;

(ii) the Transferee shall have executed and delivered to the Company a written undertaking substantially in the form of Exhibit C attached hereto, pursuant to which such Transferee agrees (x) to be bound by the terms and conditions of this Agreement and (y) that the Shares acquired by it shall be subject to the terms of this Agreement, and the Transferee shall furnish copies of all share certificates effecting the Transfer and such other certificates, instruments and documents as the Company may request; and

(iii) all necessary third party consents to the Transfer shall have been obtained;

(b) such Transferee is not a competitor of the Company and its Subsidiaries, as determined in the reasonable discretion of the Board; provided that any private equity fund or other financial investor shall not be deemed to be a competitor of the Company;

(c) such Transfer would not violate the Securities Act or any state securities or "blue sky" Laws applicable to the Company or the Shares to be Transferred;

(d) such Transfer shall not impose liability or reporting obligations on the Company or any Shareholder in any jurisdiction, whether domestic or foreign, or result in the Company or any Shareholder becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities to which the Company is then subject to such liability, reporting obligation or jurisdiction; and

(e) such Transfer shall not, in the Board's sole discretion, have the effect of requiring the Company to, upon the consummation of such Transfer, register the Shares under Section 12(g) of the Exchange Act;

provided, however, that the provisions of (i) Section 3.3(a) through Section 3.3(e) shall not apply to a Transfer in connection with a Company Sale, in the IPO or in connection with the liquidation, winding-up or dissolution of the Company and (ii) Section 3.3(b) shall not apply to an Executive Transfer or a Transfer subject to, or in accordance with, Section 3.6 (Tag-Along Rights) or Section 3.7 (Drag-Along Rights).

Section 3.4 Effect of Permitted Transfer. Subject to the terms hereof (including Section 4.1(c)), a Permitted Transferee of a Shareholder shall be substituted for and shall enjoy the same rights and be subject to the same obligations as the transferring Shareholder hereunder with respect to the Shares Transferred to such Permitted Transferee.

Section 3.5 Right of First Offer.

(a) In the event that any Shareholder wishes to Transfer after the third (3rd) anniversary of the Closing or a New Shareholder wishes to Transfer in accordance with Section 3.2(i) (such Shareholder or New Shareholder, a "Transferor"), in one transaction or a series of related transactions, Shares to any Person, such Transferor, prior to any such Transfer, shall deliver to the Company and the non-Transferring Shareholders (collectively, the "ROFO Recipients") written notice (the "Offer Notice") stating (i) such Transferor's intention to effect such a Transfer; (ii) the number of Shares proposed to be transferred by the Transferor (the "Transferred Shares"); and (iii) the material terms and conditions of such sale (including the per Share cash purchase price (the "Offer Price")); and (iv) the proposed effective date of the sale. The failure to provide an Offer Notice shall not relieve such Transferor's obligations and shall not limit the rights of the Company and the non-Transferring Shareholders under this Section 3.5.

(b) For a period of ten (10) Business Days (the "Initial Exercise Period") after the last date on which the Offer Notice is deemed to have been delivered to the Company and the non-Transferring Shareholders, the Company shall have the right to purchase up to all of the Transferred Shares on the same terms and conditions as specified in the Offer Notice and as set forth in this Section 3.5. In order to exercise its right hereunder, the Company must deliver written notice to such Transferor within the Initial Exercise Period.

(c) Subject to the limitations of this Section 3.5(c), if the Company declines to purchase all of the Transferred Shares, then the non-Transferring Shareholders shall have the right on a pro-rata basis (assuming the conversion of all Preference Shares) to elect to purchase, during the Initial Exercise Period, up to all of the Transferred Shares after giving effect to those Transferred Shares elected to be purchased by the Company (the "Remaining ROFO Shares"), on the same terms and conditions as specified in the Offer Notice and as set forth in this Section 3.5. In order to exercise its rights hereunder, such non-Transferring Shareholder must provide written notice delivered to the Transferor within the Initial Exercise Period. To the extent the aggregate number of shares that the non-Transferring Shareholders desire to purchase (as evidenced in the written notices delivered to such Transferor) exceeds the Remaining ROFO Shares, each non-Transferring Shareholder so exercising shall be entitled to purchase the lesser of (x) the number of Remaining ROFO Shares it so elected to purchase and (y) its pro rata share of the Remaining ROFO Shares, which shall be equal to that number of the Remaining ROFO Shares equal to the product obtained by multiplying (x) the number of Remaining ROFO Shares by (y) a fraction, (i) the numerator of which shall be the number of Ordinary Shares held by such non-Transferring Shareholder on the date of the Offer Notice and (ii) the denominator of which shall be the number of Ordinary Shares held on the date of the Offer Notice by the non-Transferring Shareholders exercising their rights to purchase under this Section 3.5 (assuming the conversion of all Preference Shares into Ordinary Shares in each of the numerator and the denominator).

(d) Upon the earlier to occur of (i) the expiration of the Initial Exercise Period or (ii) the time when such Transferor has received written confirmation from the Company or all of the non-Transferring Shareholders (if the Company is not purchasing all of the Transferred Shares) regarding its exercise of its right of first offer, the Company and the non-Transferring

Shareholders shall be deemed to have made its election with respect to the Transferred Shares. If the Company and/or the non-Transferring Shareholders, after following the procedures set forth in Section 3.5(b) and Section 3.5(c), elected to acquire all of the Transferred Shares, then within five (5) days after the expiration of the Initial Exercise Period, such Transferor shall give written notice to the Company and each non-Transferring Shareholder specifying the number of Transferred Shares that will be purchased by the Company pursuant to Section 3.5(b) and, if applicable, the number of Transferred Shares that will be purchased by each non-Transferring Shareholders pursuant to Section 3.5(c) (the "ROFO Confirmation Notice"). For purposes of clarity, if the Company and/or the non-Transferring Shareholders did not elect to acquire all of the Transferred Shares, then the Company and the non-Transferring Shareholders shall not have any right to purchase any Transferred Shares pursuant to this Section 3.5 and the Transferor shall be free to sell all Transferred Shares to a third party that otherwise meets the requirements of this Article III (including, if applicable, Section 3.2(i)).

(e) The purchase price for the Transferred Shares to be purchased by the Company and/or by the non-Transferring Shareholders exercising its rights of first offer under this Section 3.5 will be the Offer Price, in cash, and will be payable as set forth in Section 3.5(f).

(f) The Company and the non-Transferring Shareholders exercising their rights of first offer under this Section 3.5 shall effect the purchase of all of the Transferred Shares, including the payment of the purchase price, within twenty (20) Business Days after the delivery of the ROFO Confirmation Notice (the "Right of First Offer Closing"). Payment of the purchase price will be made, at the option of the Transferor, (i) in cash (by check), (ii) by wire transfer or (iii) by cancellation of all or a portion of any outstanding indebtedness of such Transferor to the Company or the non-Transferring Shareholders, as the case may be, or (iv) by any combination of the foregoing. At such Right of First Offer Closing, such Transferor shall deliver to either the Company or, if the Company does not elect to purchase all of the Transferred Shares pursuant to Section 3.5(b), each non-Transferring Shareholder exercising its right of first offer, one or more certificates, properly endorsed for transfer, representing such Transferred Shares so purchased.

(g) This Section 3.5 shall not apply to (i) clauses (a), (b), (c), (d), (f), (g) and (h) of Section 3.2 (Permitted Transfers) or (ii) Transfers in connection with (a) the consummation of a Company Sale or (b) a liquidation, winding-up or dissolution of the Company.

Section 3.6 Tag-Along Rights.

(a) In the event that any of the Existing Shareholders, individually or as a group (the "Selling Shareholders"), shall Transfer, in one transaction or a series of related transactions, any of its or their Ordinary Shares (a "Tag-Along Sale") to any Person (a "Proposed Purchaser"), each other Shareholder (each, a "Tagging Shareholder") shall have the right and option ("Tag-Along Rights"), but not the obligation, to Transfer up to the Requisite Percentage (as defined below) of its Ordinary Shares in such Tag-Along Sale, on the terms and conditions set forth in this Section 3.6. For the avoidance of doubt, Shareholders may only exercise their Tag-Along Rights under this Section 3.6 in respect of Ordinary Shares (and not any other

securities convertible into or exchangeable or exercisable for Ordinary Shares, including any Preference Shares). Upon the consummation of any Tag-Along Sale which, individually or together with all other related Tag-Along Sales involving a single purchaser or group of purchasers, constitutes a Company Sale, before any distribution or payment shall be made to any Selling Shareholders in connection with such Tag-Along Sale, each Tagging Stockholder holding Preference Shares shall be entitled to receive the Sale Payment for each of its Preference Share being sold or converted in connection with such Tag-Along Sale in accordance with the Memorandum.

(b) The Selling Shareholders shall notify the Tagging Shareholders in writing of any proposed Tag-Along Sale at least twenty (20) days prior to the anticipated closing date for such proposed Tag-Along Sale (a "Tag-Along Notice"). Any such Tag-Along Notice delivered to the Tagging Shareholders in connection with a proposed Tag-Along Sale shall set forth: (i) the number of Ordinary Shares the Selling Shareholders are selling in connection with such Tag-Along Sale (the "Offered Tag-Along Sale Shares"), (ii) the name and address of the Proposed Purchaser in such Tag-Along Sale, (iii) the material terms and conditions of such proposed Tag-Along Sale (including the per Ordinary Share purchase price and description of any proposed purchase price adjustments) and (iv) the proposed effective date of the proposed Tag-Along Sale.

(c) Each Tagging Shareholder shall have the right to include in the Tag-Along Sale and the Selling Shareholder shall cause the inclusion in the Tag-Along Sale, upon the terms set forth in the Tag-Along Notice, up to that number of Ordinary Shares equal to a percentage of the total number of Ordinary Shares proposed to be sold by the Selling Shareholders determined by dividing (A) the total number of Ordinary Shares then owned by such Tagging Shareholder by (B) the sum of (x) the total number of Ordinary Shares then owned by all Tagging Shareholders exercising their rights pursuant to this Section 3.6 and (y) the total number of Ordinary Shares owned by the Selling Shareholders (assuming the conversion of all Preference Shares held by the Tagging Shareholders and the Selling Shareholders into Ordinary Shares in each of clauses (x) and (y)) (the "Requisite Percentage"); provided, that if such calculation yields a fraction of an Ordinary Share, such fraction shall be rounded up to the nearest whole Ordinary Share if such fraction is equal to or greater than 0.5 and rounded down to the nearest whole Ordinary Share if such fraction is less than 0.5. The Tagging Shareholders may exercise the Tag-Along Rights in connection with a Tag-Along Sale described in a Tag-Along Notice by delivery of a written notice to the Selling Shareholders within ten (10) days following receipt of a Tag-Along Notice from such Selling Shareholders. Each Tagging Shareholder shall be deemed to have waived its Tag-Along Rights if it fails to give notice within the prescribed time period.

(d) In the event that any Tagging Shareholder does not exercise its Tag-Along Rights or elects to exercise its Tag-Along Rights with respect to less than all of its Requisite Percentage (such remaining securities, the "Non-Electing Shares"), each other Tagging Shareholder who has elected to exercise its Tag-Along Rights in full, may elect to sell (in addition to its Requisite Percentage of the number of Ordinary Shares proposed to be sold by the Selling Shareholders) up to the total number of Non-Electing Shares, provided that such Tagging Shareholder shall only be entitled to sell up to that number of Non-Electing Shares equal to the lesser of (i) the number of Non-Electing Shares it has elected to sell and (ii) its pro rata share of

Non-Electing Shares, which shall equal to that number of Non-Electing Shares equal to the product of (A) the number of Non-Electing Shares and (B) the quotient obtained by dividing (1) the total number of Ordinary Shares then owned by such Tagging Shareholder by (2) the sum of (x) the total number of Ordinary Shares then owned by all Tagging Shareholders exercising their rights pursuant to this Section 3.6 (excluding the Non-Electing Shares) and (y) the total number of Ordinary Shares owned by the Selling Shareholders (assuming the conversion of all Preference Shares held by the Tagging Shareholders and the Selling Shareholders into Ordinary Shares in each of clauses (x) and (y)). The Selling Shareholders shall attempt to obtain inclusion in the Tag-Along Sale of the entire number of Shares which the Selling Shareholders and the Tagging Shareholders electing to exercise Tag-Along Rights desire to have included in the Tag-Along Sale. In the event the Selling Shareholders shall be unable to obtain the inclusion of such entire number of Shares in such Tag-Along Sale, the number of Shares to be sold in the Tag-Along Sale by each Selling Shareholder and each Tagging Shareholder electing to exercise Tag-Along Rights shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such party desires to have included in the sale bears to the total number of Shares desired by all such parties to have included in the sale, and the Transfer to the Proposed Purchaser will otherwise proceed in accordance with the terms of this Section 3.6 and the Tag-Along Notice.

(e) In the event that the Tagging Shareholders shall elect to exercise Tag-Along Rights in connection with a proposed Tag-Along Sale, the Tagging Shareholders shall take, or cause to be taken, all commercially reasonable action, and do, or cause to be done, all things commercially reasonable to consummate and make effective such Tag-Along Sale, including executing any purchase agreement or other certificates, instruments and other agreement required to consummate the proposed Transfer to the Proposed Purchaser and using commercially reasonable efforts to obtain all necessary consents from third parties and take such other actions as may be necessary to effectuate the intent of the foregoing so long as such Selling Shareholders execute the same agreements and other documents on the same terms, provided that:

(i) a Tagging Shareholder shall not be required to provide representations, warranties, covenants, or agreements other than those individual representations, warranties covenants, or agreements (so long as such Selling Shareholders agree to do the same) related to such Tagging Shareholder's (A) ownership of and title to the Shares it is transferring in such Tag-Along Sale, (B) organization, (C) authority to enter in the Tag-Along Sale and (D) conflicts and consents related to such Tag-Along Sale;

(ii) any indemnity given by the Selling Shareholders to the purchaser in connection with such Tag-Along Sale applicable to liabilities not specific to the Selling Shareholders shall be apportioned among the Selling Shareholders and the Tagging Shareholders according to the consideration received by each Selling Shareholder and Tagging Shareholder and shall not exceed the lesser of (A) such Selling Shareholder's or Tagging Shareholder's (as the case may be) pro rata portion of any such liability, to be determined in accordance with such Selling Shareholder's or Tagging Shareholder's (as the case may be) portion of the total value for his, her or its Ordinary Shares included in such Tag-Along Sale or (B) such Selling Shareholder's or Tagging Shareholder's (as the case may be) proceeds from the Tag-Along Sale;

(iii) other than a customary confidentiality covenant, a Tagging Shareholder shall not be obligated to enter into any non-compete, non-solicit or other post-closing covenant that restricts its activities in any way; and

(iv) a Tagging Shareholder shall not be responsible for breaches of representations, warranties, covenants, or agreements made by any other seller in such Tag-Along Sale with respect to such other seller.

Subject to clauses (i) through (iv) above, at the closing of any Tag-Along Sale, the Tagging Shareholders shall deliver to the Proposed Purchaser (A) such instruments of transfer as shall be reasonably requested by the Proposed Purchaser with respect to the Ordinary Shares to be Transferred, against receipt of the purchase price therefor (so long as such Selling Shareholders agree to do the same) and (B) such Shareholders' Ordinary Shares, free and clear of any liens (so long as such Selling Shareholders agree to do the same). At the closing of any proposed Tag-Along Sale, the Proposed Purchaser shall deliver payment (in full in immediately available funds) for the Ordinary Shares purchased by such Proposed Purchaser.

(f) In connection with any Tag-Along Sale, the Tagging Shareholders shall receive for the sale of their Ordinary Shares a pro rata portion of the aggregate consideration paid by the Proposed Purchaser.

(g) There shall be no liability on the part of the Board, the Selling Shareholders or the Company to the Tagging Shareholders or any of their respective Affiliates if any Tag-Along Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Tag-Along Sale shall be in the sole and absolute discretion of the Selling Shareholders.

(h) This Section 3.6 shall not apply to Transfers (i) permitted by clauses (a), (b), (c), (d), (g), (h) and (i) of Section 3.2, (ii) in connection with a liquidation, winding-up or dissolution of the Company, (iii) pursuant to, or consequent upon, the exercise of the right of first offer set forth in Section 3.5 or (iv) pursuant to, or consequent upon, the exercise of the drag-along rights set forth in Section 3.7.

Section 3.7 Drag-Along Rights.

(a) If at any time any Existing Shareholder or group of Existing Shareholders holding at least a majority of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) (collectively, the "Dragging Shareholders") determine to Transfer or cause to be Transferred, in any single arm's-length transaction or series of related arm's-length transactions, Ordinary Shares representing all of the then-issued and outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) then held by the Existing Shareholders to one or more Persons who are unaffiliated bona fide third-party purchasers (a "Drag-Along Sale"), then the Dragging Shareholders may elect to require all other Shareholders (the "Dragged Shareholders") to, and the Dragged Shareholders shall, (i) if such Drag-Along Sale is structured as sale of Ordinary

Shares, Transfer, or caused to be Transferred, to such Person, concurrently with the Drag-Along Sale, Preference Shares or Ordinary Shares representing all of the Ordinary Shares then held by the Dragged Shareholders (in the case of Preference Shares, assuming the conversion of all Preference Shares into Ordinary Shares) or (ii) if such Transfer is structured as a merger, consolidation or sale of all or substantially all of the assets of the Company, to vote in favor thereof, and otherwise to consent to and raise no objection to such Drag-Along Sale, and the Dragged Shareholders shall waive dissenters' rights, appraisal rights or similar rights, if any, which the Dragged Shareholders may have in connection therewith; provided that upon the consummation of any Drag-Along Sale, (y) before any distribution or payment shall be made to any Dragging Shareholders in connection with such Drag-Along Sale, each Dragged Shareholder that holds Preference Shares shall be entitled to receive the Sale Payment, for each Preference Share it holds that is to be Transferred in such Drag-Along Sale in accordance with the Memorandum and (z) if such Drag-Along Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each Dragged Shareholder that holds Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities, in such Drag-Along Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. For greater certainty, under no circumstances shall any Affiliate of the Company be considered an unaffiliated bona fide third-party purchaser for purposes of this Section 3.7.

(b) The Dragging Shareholders may exercise their drag-along rights pursuant hereto by delivering to each Dragged Shareholder and the Company, at least twenty (20) days in advance of the anticipated closing date for the Drag-Along Sale, a written notice (the "Drag Notice"), which shall set forth (i) the number of Ordinary Shares the Dragging Shareholders proposed to be sold in such Drag-Along Sale, (ii) the name and address of the proposed Transferee in such Drag-Along Sale, (iii) the material terms and conditions of such proposed Drag-Along Sale (including the per Ordinary Share purchase price or a reasonable estimate of the maximum and minimum per Ordinary Share purchase price) and (iv) the proposed effective date of the proposed Drag-Along Sale. The Drag Notice shall also specify the number of Ordinary Shares required to be Transferred by the Dragged Shareholder.

(c) Prior to or in connection with the closing of any such proposed Drag-Along Sale, each Dragged Shareholder shall take, or cause to be taken, all commercially reasonable actions, and do, or cause to be done, all things commercially reasonable or advisable to consummate or make effective such Drag-Along Sale, including (i) together with the proposed purchaser or purchasers, execute any purchase agreement or other certificates, instruments and other agreement required to consummate and make effective such proposed Drag-Along Sale and (ii) using commercially reasonable efforts to obtain all necessary consents from third parties and take such other actions as may be necessary to effectuate the intent of the foregoing so long as such Dragging Shareholders execute the same agreements and other documents on the same terms; provided that:

(i) a Dragged Shareholder shall not be required to provide representations, warranties, covenants, or agreements other than those individual representations, warranties covenants, or agreements (so long as such Dragging

Shareholders agree to do the same) related to such Dragged Shareholder's (A) ownership of and title to the Shares it is transferring in such Drag-Along Sale, (B) organization, (C) authority to enter in the Drag-Along Sale and (D) conflicts and consents related to such Drag-Along Sale;

(ii) any indemnity given by the Dragging Shareholders to the purchaser in connection with such Drag-Along Sale applicable to liabilities not specific to the Dragging Shareholders shall be apportioned among the Dragging Shareholders and Dragged Shareholders (as the case may be) according to the consideration received by each Dragging Shareholder and Dragged Shareholder and shall not exceed the lesser of (A) such Dragging Shareholder's or Dragged Shareholder's (as the case may be) pro rata portion of any such liability, to be determined in accordance with such Dragging Shareholder's or Dragged Shareholder's (as the case may be) portion of the total value for his, her or its Shares included in such Drag-Along Sale or (B) such Dragging Shareholder's or Dragged Shareholder's (as the case may be) proceeds from the Drag-Along Sale;

(iii) other than a customary confidentiality covenant, a Dragged Shareholder shall not be obligated to enter into any non-compete, non-solicit or other post-closing covenant that restricts its activities in any way; and

(iv) a Dragged Stockholder shall not be responsible for breaches of representations, warranties, covenants, or agreements made by any other seller in such Drag-Along Sale with respect to such other seller.

Subject to clauses (i) through (iv) above, at the closing of any such proposed Drag-Along Sale, the Dragged Shareholders shall deliver to the proposed purchaser or purchasers (x) such certificates and other instruments of transfer as shall be reasonably requested by the proposed purchaser or purchasers with respect to the Ordinary Shares to be Transferred, against receipt of the purchase price therefor in such Drag-Along Sale (so long as such Dragging Shareholders agree to do the same) and (y) the Dragged Shareholder's Preference Shares or Ordinary Shares, free and clear of any liens (so long as such Dragging Shareholders agree to do the same). At the closing of any proposed Drag-Along Sale, the proposed purchaser or purchasers shall deliver payment (in full in immediately available funds) for the Shares purchased by such proposed purchaser or purchasers.

(d) In the event that the Drag-Along Sale is effectuated through a business combination (whether by way of merger, recapitalization or otherwise) or asset sale, the Shareholders shall use their commercially reasonable efforts to take, or cause to be taken, all commercially reasonable action, and to do, or cause to be done, all things commercially reasonable or advisable to consummate and make effective the business combination.

(e) There shall be no liability on the part of the Dragging Shareholders, the Board or the Company to the Dragged Shareholders or any of their respective Affiliates if any Drag-Along Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Drag-Along Sale shall be in the sole and absolute discretion of the Dragging Shareholders.

(f) If more than 90 days elapse from the date of delivery of the Drag Notice without the consummation of such Drag-Along Sale, the Shareholders shall be released from their obligations with respect to such Drag-Along Sale and the provisions of this Section 3.7 shall again apply to any future Transfers that otherwise come within its terms.

ARTICLE IV

REGISTRATION RIGHTS

Section 4.1 Demand Rights.

(a) Demand Rights. Subject to the terms and conditions of this Agreement (including Section 4.1(b)), upon written notice delivered by Shareholders holding, individually or in the aggregate, at least 5% of the outstanding Registrable Securities held by all Shareholders on the date hereof at any time requesting (a "Demand") that the Company effect the registration (a "Demand Registration") under the Securities Act (including (x) a registration to be made on a delayed or continuous basis under Rule 415 under the Securities Act and (y) for the avoidance of doubt, the IPO) of any or all of the Registrable Securities held by such Holder or Holders, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Holders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall promptly file the appropriate registration statement and use its commercially reasonable efforts to effect the registration under the Securities Act and applicable state securities Laws of (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities, including whether the intended method of disposition is an underwritten offering), in each case subject to Section 4.1(e), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered. Notwithstanding the immediately foregoing sentence, if the Company has, within the six (6) month period preceding the date of a request for a Demand under this Section 4.1(a), already effected one (1) Demand Registration pursuant to Section 4.1 or a registration under Section 4.3, then the Company shall not be obligated to effect any such registration pursuant to this Section 4.1(a); provided, that any such registration shall be deemed to have been "effected" if the Registration Statement relating thereto (x) has become or been declared or ordered effective under the Securities Act and any of the Registrable Securities included in such Registration Statement have actually been sold thereunder or (y) has remained effective for a period of at least 180 days.

(b) Limitations on Demand Rights. The Existing Shareholders shall collectively be entitled to make five Demands under Section 4.1(a) and the New Shareholders shall collectively be entitled to make one Demand under Section 4.1(a); provided, that the Shareholders shall only be entitled to make a Demand under Section 4.1(a) if the Shareholders delivering the Demand are requesting the registration of Registrable Securities with an aggregate

estimated market value of at least $40,000,000 (calculated at the time of such Demand); and provided, further, that the New Shareholders shall have no right to request a Demand under Section 4.1(a) prior to the second (2nd) anniversary of the Closing. No registration effected pursuant to Section 4.2, Section 4.3 or Section 4.4 shall be counted as a request for a Demand for purposes of Section 4.1(a).

(c) Assignment of Demand Rights and Piggyback Rights. In connection with the Transfer of Registrable Securities to any Person permitted by Article III, a Holder may assign (i) the right to participate in the exercise of a Demand pursuant to Section 4.1(a) and (ii) the right to participate in any registration pursuant to the terms of Sections 4.1(a)(ii), 4.2, 4.3(a) and 4.4(a). In the event of any such assignment, references to the Holders or Shareholders in Sections 4.1, 4.2, 4.3 and 4.4 shall be deemed to refer to the relevant Transferee, as appropriate. The relevant Holder shall give prompt written notice of any such assignment to the Company and the other Holders.

(d) Company Blackout Rights. With respect to any registration statement filed, or to be filed, pursuant to this Section 4.1, if (i) the Company determines in good faith that such registration would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (y) would not be required to be made at such time but for the filing or effectiveness of such registration statement and (z) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to defer the filing or effectiveness of such registration statement at such time or suspend the Selling Holders' use of any prospectus which is a part of the registration statement, and (ii) the Company promptly furnishes to the Selling Holders a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than sixty (60) days (in which event, in the case of a suspension, such Selling Holder shall discontinue sales of Registrable Securities pursuant to such registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company's obligations under Section 4.1 or Section 4.3, more than once in any twelve (12) month period. The Company shall promptly notify the Selling Holders of the expiration of any period during which it exercised its rights under this Section 4.1(d). The Company agrees that, in the event it exercises its rights under this Section 4.1(d), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its commercially reasonable efforts to cause the effectiveness of, as applicable, the applicable deferred or suspended registration statement.

(e) Fulfillment of Registration Obligations. Notwithstanding any other provision of this Agreement, a registration requested pursuant to this Section 4.1 shall not be deemed to have been effected (i) if the registration statement is withdrawn without becoming effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority for any reason other than a misrepresentation or an omission by a Selling Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in

accordance with the plan of distribution set forth in the related registration statement; provided, that if such registration is a shelf registration pursuant to Section 4.3, such registration shall be deemed to have been effected if such registration statement remains effective for the period specified in Section 4.3, (iii) if not a shelf registration and the registration does not contemplate an underwritten offering, if it does not remain effective for at least 180 days (or such shorter period as will terminate when all securities covered by such registration statement have been sold or withdrawn) or if not a shelf registration and such registration statement contemplates an underwritten offering, if it does not remain effective for at least 180 days plus such longer period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required by Law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer, or (iv) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Selling Holder Affiliated with the Holder that made the Demand relating to such registration.

(f) Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm's good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:

(i) first, Registrable Securities that are requested to be included in such registration pursuant to Section 4.1(a), pro rata on the basis of the relative number of such Registrable Securities owned by the Holders;

(ii) second, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration that can be sold without having the adverse effect referred to above; and

(iii) third, all Other Securities to be offered for the account of the Company that can be sold without having the adverse effect referred to above.

Section 4.2 Piggyback Registration Rights.

(a) Notice and Exercise of Rights. If the Company at any time proposes or is required to register any of its Shares or any other Equity Securities under the Securities Act (other than a Demand Registration pursuant to Section 4.1, whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, subject to this Section 4.2(a) and to Section 4.4(d), it shall at each such time give prompt written notice (the "Piggyback Notice") to each Holder of its intention to do so, which Piggyback Notice shall specify the number and class or classes (or type or types) of Registrable Securities to be registered and the intended method of disposition of such Registrable Securities (including whether the intended method of disposition is an underwritten offering). Upon the written request of any Holder made within thirty (30) days after receipt of the Piggyback Notice by such Person (which request shall specify the

number of Registrable Securities intended to be disposed of), subject to the other provisions of this Article IV, the Company shall use its commercially reasonable efforts to effect, in connection with the registration of such Shares or other Equity Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register; provided, that in no event shall the Company be required to register pursuant to this Section 4.2 any securities of a class or type other than the classes or types described in the Piggyback Notice. Notwithstanding anything to the contrary contained in this Section 4.2, the Company shall not be required to effect any registration of Registrable Securities under this Section 4.2 incidental to the registration of any of its securities on Forms F-4, S-4 or S-8 (or any similar or successor form providing for the registration of securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or any other form that would not be available for registration of Registrable Securities.

(b) Determination Not to Effect Registration. If at any time after giving such Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration the Company shall determine for any reason not to register the securities originally intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Selling Holders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of securities originally intended to be included in such registration, without prejudice, however, to the right of a Holder or Holders immediately to request that such registration be effected as a registration under Section 4.1 and Section 4.3 to the extent permitted thereunder.

(c) Cutbacks in Company Offering. If the registration referred to in the first sentence of Section 4.2(a) is to be an underwritten registration on behalf of the Company, and the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm's good faith view, the number of Other Securities and Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities and Registrable Securities then contemplated, the Company shall include in such registration:

(i) first, all Other Securities for the account of the Company; and

(ii) second, Registrable Securities and Other Securities that are requested to be included in such registration pursuant to this Section 4.2 and the terms of any other agreement providing for registration rights to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such Registrable Securities and Other Securities owned by the Persons seeking such registration.

(d) Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 4.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in

writing (with a copy to the Company) that, in such firm's good faith view, the number of Registrable Securities and Other Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:

(i) first, Registrable Securities and any Other Securities (other than Other Securities sold for the account of the Company) that are requested to be included in such registration pursuant to this Section 4.2 and the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such Registrable Securities and Other Securities owned by the Persons seeking such registration; and

(ii) second, Other Securities for the account of the Company that can be sold without having the adverse effect referred to above.

Section 4.3 Form S-3 Registration.

(a) Notwithstanding anything in Section 4.1 or Section 4.2 to the contrary, in case the Company shall receive from Shareholders holding at least 4% of the outstanding Ordinary Shares on the date hereof (assuming the conversion of all Preference Shares into Ordinary Shares) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Shareholders, and the Company is then eligible to use Form S-3 for the resale of Registrable Securities, the Company shall:

(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Shareholders; and

(ii) promptly file and use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Shareholders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Shareholder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4.3 (or, with respect to a request under Section 4.4, any Shelf Take-Down pursuant to Section 4.4):

(A) if Form S-3 is not available for such offering by the Shareholders;

(B) if the Shareholders, together with the holders of any Other Securities entitled to inclusion in such registration (or Shelf Take-Down, as applicable), propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $20,000,000;

(C) if the Company shall furnish to the Shareholders a certificate signed by the Company's chief executive officer or chairman of the Board stating that in the good faith judgment of the Board as evidenced by a resolution by the Board, it would be materially detrimental to the Company or its shareholders for such Form S-3 registration to be effected (or, with respect to a Shelf Take-Down under Section 4.4, for the securities of the Company to be sold pursuant thereto) at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement (or Shelf Take-Down) for a period of not more than sixty (60) days after receipt of the request of the requesting Shareholders under this Section 4.3 (or Section 4.4, as applicable); provided, that the Company shall not utilize this right, together with any other deferral or suspension of the Company's obligations under Section 4.1 or this Section 4.3, more than once in any twelve (12) month period;

(D) subject to Section 4.3(d), if the Company has, within the six (6) month period preceding the date of such request, already effected one (1) Demand Registration or a registration on Form S-3 pursuant to this Section 4.3 (or effected one Shelf Take-Down pursuant to Section 4.4, as applicable); provided, that any such registration shall be deemed to have been "effected" if the registration statement relating thereto (x) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Shareholders included in such registration have actually been sold thereunder or (y) has remained effective for a period of at least 180 days; or

(E) during the 90 days beginning from the date of the pricing of any Public Offering.

(b) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and Other Securities so requested to be registered promptly after receipt of the request or requests of the requesting Shareholders in accordance with Section 4.3(a) (the "Form S-3 Registration Statement") and any such Shareholder may request that such Form S-3 Registration Statement constitute a shelf offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a "Form S-3 Shelf Registration Statement"), in which case the provisions of Section 4.4 shall also be applicable.

(c) If the Shareholders intend to distribute the Registrable Securities covered by their request under this Section 4.3 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.3 and, subject to the limitations set forth in Section 4.3(a), the Company shall include such information in the written notice referred to in Section 4.3(a). In such event, the right of any Shareholder to include

Registrable Securities in such registration (or Underwritten Shelf Take-Down, as applicable) shall be conditioned upon such Shareholder's participation in such underwriting and the inclusion of such Shareholder's Registrable Securities in such underwriting (unless otherwise mutually agreed by a majority in interest of the Shareholders participating in the registration (or Underwritten Shelf Take-Down, as applicable) and the requesting Shareholders) to the extent provided herein. All Shareholders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 4.3 or Section 4.4, if the lead underwriter or managing underwriter advises the Company and the Shareholders participating in such underwriting in writing that, in such firm's good faith view, the number of Registrable Securities and Other Securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, then the Company shall so advise such Shareholders, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all such Shareholders, in proportion (as nearly as practicable) to the number of Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) held by each such Shareholder at the time of the filing of the Registration Statement; provided, however, that the number of shares of Registrable Securities held by such Shareholders to be included in such underwriting shall not be reduced unless all Other Securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration (or Underwritten Shelf Take-Down, as applicable).

Section 4.4 Shelf Take Downs.

(a) The Selling Holders of a majority of the Registrable Securities included in a Form S-3 Shelf Registration Statement (collectively, an "Initiating Shelf Holder") may initiate an offering or sale of all or part of such Registrable Securities (a "Shelf Take-Down"), in which case the provisions of this Section 4.4 shall apply.

(b) If an Initiating Shelf Holder so elects in a written request delivered to the Company (an "Underwritten Shelf Take-Down Notice"), a Shelf Take-Down may be in the form of an underwritten offering (an "Underwritten Shelf Take-Down") and, subject to the limitations set forth in the proviso to Section 4.3(a)(ii), the Company shall file and use its commercially reasonable efforts to effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable. Such Initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary "road show" (including an "electronic road show") or other substantial marketing effort by the underwriters (a "Marketed Underwritten Shelf Take-Down"). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders and shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five (5) days after the receipt of such notice of their election to participate.

(c) If the Initiating Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down ("Non-Marketed Underwritten Shelf Take-Down"), the Initiating Shelf Holder shall so a indicate in a written request delivered to the Company no later than two (2) Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing of such Non-Marketed Underwritten Shelf Take-Down) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in the proviso to Section 4.3(a)(ii), the Company shall file and use its commercially reasonable efforts to effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable.

(d) Upon receipt of a written request pursuant to Section 4.4(c) from any Initiating Shelf Holder, the Company shall provide written notice (a "Non-Marketed Underwritten Shelf Take-Down Notice") of such Non-Marketed Underwritten Shelf Take-Down promptly to all Shareholders (other than the requesting party), which Non-Marketed Underwritten Shelf Take-Down Notice shall set forth (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Shelf Take-Down Notice (each, a "Notice Recipient") shall have the right, upon the terms and subject to the conditions set forth in this Section 4.4(d), to elect to sell up to its Pro Rata Take-Down Portion and (iv) the action or actions required (including the timing of such Non-Marketed Underwritten Shelf Take-Down) in connection with such Non-Marketed Underwritten Shelf Take-Down with respect to each Notice Recipient that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Pro Rata Take-Down Portion with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner; provided, that each such Notice Recipient that elects to participate in such Non-Marketed Underwritten Shelf Take-Down may condition its participation on the Non-Marketed Underwritten Shelf Take-Down being completed within ten (10) Business Days of its acceptance at a net price per share to such Notice Recipient of not less than 95% of the closing price for the shares on their principal trading market on the trading day immediately prior to such Notice Recipient's election to participate.

(e) Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, but subject to the proviso in the last sentence of Section 4.4(d), all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf Take-Down

contemplated by Section 4.4(d) shall be at the discretion of the Initiating Shelf Holder; provided, that, if such Non-Marketed Underwritten Shelf Take-Down is completed, the Initiating Shelf Holder must include each Notice Recipient's Pro Rata Take-Down Portion in such Non-Marketed Underwritten Shelf Take-Down if such Notice Recipient has complied with the penultimate sentence of Section 4.4(d).

(f) For purposes of this Section 4.4, "Pro Rata Take-Down Portion" shall mean, with respect to any Non-Marketed Underwritten Shelf Take-Down and each Initiating Shelf Holder and each other Notice Recipient delivering such notice with respect to and participating in such Non-Marketed Underwritten Shelf Take-Down, a number equal to the product of the following: (i) the total number of Registrable Securities to be included in such Non-Marketed Underwritten Shelf Take-Down and (ii) a fraction, the numerator of which is the total number of Registrable Securities beneficially owned by such Initiating Shelf Holder or other Notice Recipient, as applicable, and the denominator of which is the total number of Registrable Securities beneficially owned by the Initiating Shelf Holder and all the other Notice Recipients (assuming the conversion of all Preference Shares into Ordinary Shares in each case), delivering such a notice and participating in such Non-Marketed Underwritten Shelf Take-Down.

Section 4.5 Selection of Underwriters. In the event that any registration pursuant to this Article IV shall involve, in whole or in part, an underwritten offering, the underwriter or underwriters shall be designated by the Shareholders (or in the case of a Shelf Take-Down, the Initiating Shelf Holder) that requested such underwritten offering in accordance with this Article IV, which underwriter or underwriters shall be reasonably acceptable to the Company and the Selling Holders holding a majority of the Registrable Securities to be included in such offering.

Section 4.6 Withdrawal Rights; Expenses.

(a) A Selling Holder may withdraw all or any part of its Registrable Securities from any registration (including a registration effected pursuant to Section 4.1) by giving written notice to the Company of its request to withdraw at any time. Except in the case of a withdrawal of Registrable Securities made within thirty (30) days of receipt by such Selling Holder of a certificate or notice from the Company that it will defer the filing or effectiveness of a registration statement pursuant to Section 4.1(d) or Section 4.3(a)(ii)(C), the Company shall be entitled to reimbursement for any SEC registration fees incurred by the Company in connection with the registration of the Registrable Securities so withdrawn (unless such registration fees can be used in connection with the registration of other securities by the Company, including in connection with a future registration). In the case of a withdrawal prior to the effective date of a registration statement, any Registrable Securities so withdrawn shall be reallocated among the remaining participants in accordance with the applicable provisions of this Agreement.

(b) Except as provided herein, the Company shall pay all Registration Expenses with respect to a particular offering (or proposed offering). Except as provided herein, each Selling Holder and the Company shall be responsible for its own fees and expenses of counsel and financial advisors and their internal administrative and similar costs, as well as their respective pro rata shares of underwriters' commissions and discounts, which shall not constitute Registration Expenses.

Section 4.7 Registration and Qualification. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article IV, the Company shall as promptly as practicable:

(a) Registration Statement. Prepare and (as soon thereafter as practicable and in any event, no later than thirty (30) days after the end of the applicable period specified in Section 4.1(a) within which requests for registration may be given to the Company) file a registration statement under the Securities Act relating to the Registrable Securities to be offered and use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable thereafter, and keep such registration statement effective for 180 days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, that in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, until the earlier of when (i) the Selling Holders have sold all of such Registrable Securities and (ii) the Selling Holders may sell all of such Registrable Securities without any limitation as to volume or manner of sale requirements pursuant to Rule 144 promulgated under the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent; furnish to the lead underwriter or underwriters, if any, and to the Selling Holders who have requested that Registrable Securities be covered by such registration statement, prior to the filing thereof with the SEC, a copy of the registration statement, and each amendment thereof, and a copy of any prospectus, and each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange Act); and use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as such Persons reasonably may on a timely basis propose;

(b) Amendments; Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be (i) reasonably requested by any Selling Holder (to the extent such request relates to information relating to such Selling Holder), or (ii) necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (A) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) if a Form S-3 registration, the expiration of the applicable period specified in Section 4.7(a) and, if not a Form S-3 registration, the applicable period specified in Section 4.1(e); provided, that any such required period shall be extended for such number of days (x) during any period from and including the date any written notice contemplated by paragraph (f) below is given by the Company until the date on which the Company delivers to the Selling Holders the supplement or amendment contemplated by paragraph (f) below or written notice that the use of the prospectus may be resumed, as the case may be, and (y) during which the offering of Registrable Securities pursuant to such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court; provided, further, that the Company will have

no obligation to a Selling Holder participating on a "piggyback" basis in a registration statement that has become effective to keep such registration statement effective for a period beyond 180 days from the effective date of such registration statement. The Company will respond promptly to any comments received from the SEC and request acceleration of effectiveness promptly after it learns that the SEC will not review the registration statement or after it has satisfied comments received from the SEC. With respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold "by means of" (as defined in Rule 159A(b) under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of the Selling Holders of the Registrable Securities covered by such registration statement, which Free Writing Prospectuses or other materials shall be subject to the review of counsel to such Selling Holders, and make all required filings of all Free Writing Prospectuses with the SEC;

(c) Copies. Furnish to the Selling Holders and to any underwriter of such Registrable Securities such number of conformed copies of such 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 such registration statement (including each preliminary prospectus, summary prospectus and Free Writing Prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such Selling Holders or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other Governmental Authority or self regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;

(d) Blue Sky. Register and qualify the securities covered by such registration statement under such other securities or blue sky Laws of such jurisdictions as shall be reasonably requested by the Selling Holders and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) Delivery of Certain Documents. (i) Furnish to any underwriter of such Registrable Securities an opinion of counsel for the Company (which opinion (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters) addressed to any underwriter of such Registrable Securities and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the applicable registration statement) covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings, (ii) furnish to any underwriter of such Registrable Securities a "cold comfort" and "bring-down" letter addressed to any underwriter of such Registrable Securities and signed by the independent public accountants who have audited the financial statements of the Company included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as any

underwriter may reasonably request and (iii) cause such authorized officers of the Company to execute customary certificates as may be requested by any underwriter of such Registrable Securities;

(f) Notification of Certain Events; Corrections. Promptly notify the Selling Holders and any underwriter of such Registrable Securities in writing (i) of the occurrence of any event as a result of which the registration statement or the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and (iii) if for any other reason it shall be necessary to amend or supplement such registration statement or prospectus in order to comply with the Securities Act and, in any such case as promptly as reasonably practicable thereafter, prepare and file with the SEC an amendment or supplement to such registration statement or prospectus which will correct such statement or omission or effect such compliance;

(g) Notice of Effectiveness. Notify the Selling Holders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as promptly as reasonably practicable after notice thereof is received by the Company (i) when the applicable registration statement or any amendment thereto has been filed or becomes effective and when the applicable prospectus or any amendment or supplement thereto has been filed, (ii) of any comments by the SEC, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or any order preventing or suspending the use of any preliminary or final prospectus or the initiation or threat of any proceedings for such purposes and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threat of any proceeding for such purpose;

(h) Stop Orders. Use its reasonable best efforts to prevent the entry of, and use its reasonable best efforts to obtain as promptly as reasonably practicable the withdrawal of, any stop order with respect to the applicable registration statement or other order suspending the use of any preliminary or final prospectus;

(i) Plan of Distribution. Promptly incorporate in a prospectus supplement or post-effective amendment to the applicable registration statement such information as the lead underwriter or underwriters, if any, and the Selling Holders holding a majority of each class of Registrable Securities being sold agree (with respect to the relevant class) should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(j) Other Filings. Use its commercially reasonable efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(k) FINRA Compliance. Cooperate with each Selling Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(l) Listing. If the Registrable Securities to be sold are of a class of securities that is listed on a securities exchange or automated interdealer quotation system, use its commercially reasonable efforts to cause all such Registrable Securities registered pursuant to such registration to be listed and remain on each securities exchange and automated interdealer quotation system on which identical securities issued by the Company are then listed;

(m) Transfer Agent; Registrar; CUSIP Number. Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the applicable registration statement;

(n) Compliance; Earnings Statement. Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to each Selling Holder, as soon as reasonably practicable, an earning statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the applicable registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;

(o) Road Shows. To the extent reasonably requested by the lead or managing underwriters in connection with an underwritten offering pursuant to Section 4.1 or Section 4.3, send appropriate officers of the Company to attend any "road shows" scheduled in connection with any such underwritten offering, with all reasonable out of pocket costs and expenses incurred by the Company or such officers in connection with such attendance to be paid by the Company;

(p) Certificates. Unless the relevant securities are issued in book-entry form, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to this Article IV unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by any Selling Holder or the underwriters of such Registrable Securities; and

(q) Efforts. Use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby.

Section 4.8 Underwriting; Due Diligence.

(a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article IV, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with

respect to secondary distributions to the extent relevant, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 4.9, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 4.7(e). The Selling Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement, and subject to the following sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. No Selling Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Selling Holder's title to Registrable Securities and any written information provided by the Selling Holder to the Company expressly for inclusion in the related registration statement. To the extent that any Shareholder does not enter into such an underwritten agreement, then such Shareholder shall not be permitted to participate in such underwritten offering.

(b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article IV, the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each Selling Holder, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any Selling Holder or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees and the independent public accountants who have certified the Company's financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Selling Holders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company).

(c) In the case of an underwritten offering requested pursuant to Section 4.1 or Section 4.3 or an Underwritten Shelf Take-Down pursuant to Section 4.4, the price, underwriting discount and other financial terms for the Registrable Securities of the related underwriting agreement shall be determined by the Selling Holders holding a majority of the Registrable Securities to be included in such offering. In the case of any underwritten offering of securities by the Company pursuant to Section 4.2, such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable Securities from the registration pursuant to Section 4.6(a).

(d) Subject to Section 4.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreement and other documents reasonably required under the terms of such underwriting arrangements.

Section 4.9 Indemnification and Contribution.

(a) Indemnification by the Company. In the case of each offering of Registrable Securities made pursuant to this Article IV, the Company agrees to indemnify and hold harmless, to the extent permitted by Law, each Selling Holder, each underwriter of Registrable Securities so offered and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing Persons, the Affiliates of each of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney's fees and disbursements), claims and damages, joint or several, to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement by the Company or alleged untrue statement by the Company of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package, or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission by the Company or alleged omission by the Company to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any Person in any such case to the extent that any such loss, liability, cost, claim or damage arises out of or relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission shall have been made in reliance upon and in conformity with information relating to such Person furnished in writing to the Company by or on behalf of such Person expressly for inclusion in the registration statement (or in any preliminary, final or summary prospectus included therein), offering memorandum or other offering document, or any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Person and shall survive the transfer of such securities.

(b) Indemnification by Selling Holders. In the case of each offering made pursuant to this Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to indemnify and hold harmless, to the extent permitted by Law, the Company, each other Selling Holder and each Person, if any, who controls or is alleged to control (within the meaning set forth in the Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney's fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or

supplement thereto, or any omission by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact occurs in reliance upon and in conformity with, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein) or Disclosure Package, or any amendment thereof or supplement thereto.

(c) Indemnification Procedures. Each party entitled to indemnification under this Section 4.9 shall give notice to the party required to provide indemnification promptly after such indemnified party has actual knowledge that a claim is to be made against the indemnified party as to which indemnity may be sought, and shall permit the indemnifying party to assume the defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the indemnified party may participate in such defense at such party's expense; and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 4.9, except to the extent the indemnifying party is actually prejudiced by such failure to give notice. Notwithstanding the foregoing, an indemnified party shall have the right to retain separate counsel, with the reasonable fees and expenses of such counsel being paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel or if the indemnifying party has failed to assume the defense of such action. No indemnified party shall enter into any settlement of any litigation commenced or threatened with respect to which indemnification is or may be sought without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, reasonably satisfactory to the indemnified party, from all liability in respect to such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d) Contribution. If the indemnification provided for in this Section 4.9 shall for any reason be unavailable (other than in accordance with its terms) to an indemnified party in respect of any loss, liability, cost, claim or damage referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, cost, claim or damage in such proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other with respect to the statements or omissions which resulted in such loss, liability, cost, claim or damage as well as any other

relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, cost, claim, damage or liability, or action in respect thereof, referred to above in this paragraph (d) shall be deemed to include, for purposes of this paragraph (d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 4.9(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 4.9(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the losses of the indemnified parties relate exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.9(d) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in this Section.

(e) Obligations Not Exclusive. The obligations of the parties under this Section 4.9 shall be in addition to any liability that any party may otherwise have to any other Person.

(f) Survival. For the avoidance of doubt, the provisions of this Section 4.9 shall survive any termination of this Agreement.

(g) Limitation of Selling Holder Liability. The liability of any Selling Holder under this Section 4.9 shall be several and not joint and in no event shall the liability of any Selling Holder under this Section 4.9 be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification/contribution obligation.

(h) Third Party Beneficiary. Each of the indemnified Persons referred to in this Section 4.9 shall be a third party beneficiary of the rights conferred to such Person in this Section.

Section 4.10 Cooperation; Information by Selling Holder.

(a) It shall be a condition of each Selling Holder's rights under this Article IV that such Selling Holder cooperate with the Company by entering into any undertakings and taking such other action relating to the conduct of the proposed offering which the Company or the underwriters may reasonably request as being necessary to insure compliance with federal and state securities Laws and the rules or other requirements of FINRA or which are otherwise customary and which the Company or the underwriters may reasonably request to effectuate the offering.

(b) Each Selling Holder shall furnish to the Company such information regarding such Selling Holder and the distribution proposed by such Selling Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Article IV. The Company shall have the right to exclude from the registration any Selling Holder that does not comply with this Section 4.10.

(c) At such time as an underwriting agreement with respect to a particular underwriting is entered into, the terms of any such underwriting agreement shall govern with respect to the matters set forth therein to the extent inconsistent with this Article IV; provided, that the indemnification provisions of such underwriting agreement as they relate to the Selling Holders are customary for registrations of the type then proposed and provide for indemnification by such Selling Holders only with respect to written information furnished by such Selling Holders.

Section 4.11 Rule 144. Following a Public Offering, the Company shall use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 under the Securities Act set forth in paragraph (c) of Rule 144 shall be satisfied. Upon the request of any Holder for so long as such information is a necessary element of such Holder's ability to avail itself of Rule 144, the Company will (a) deliver to such Holder a written statement as to whether it has complied with such requirements and (b) make available such other information necessary to comply with Rule 144 at all times, to the extent required from time to time to enable such Holder to avail itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration under the Securities Act within limitation of the exemptions provided by Rule 144.

Section 4.12 Holdback Agreement. Unless otherwise approved in writing by the Board, each Shareholder agrees that it shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Equity Securities of the Company, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction is to be settled by delivery of the Equity Securities, in cash or otherwise, or publicly disclose the intention to do any of the foregoing (other than any public sale or distribution in connection with the exercise of registration rights in accordance with, and subject to, Section 4.1, Section 4.2, Section 4.3 or Section 4.4), during the period beginning ten (10) days prior to, and ending up to (x) in the case of the IPO, 180 days after the pricing date of the IPO (the "IPO Holdback Period"), or (y) in the case of any other Public Offering in which such Shareholder is participating, ninety (90) days after the pricing date of such Public Offering; provided, that, with respect to the IPO, if (1) the Company issues an earnings release or announces other material news or a material event relating to the Company and/or its Subsidiaries, during the last seventeen (17) days of the IPO Holdback Period or (2) prior to the expiration of the IPO Holdback Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the IPO Holdback Period, then to the extent necessary for the managing underwriter or underwriters of an underwritten IPO to comply with the FINRA Rule 2711(f)(4), the IPO Holdback Period shall be extended until eighteen (18) days after the earnings release or the announcement of the material news or event, as the case may be and the Company shall provide prompt notice to the

Shareholders of such extension; provided, further, that the restrictions set forth in this Section 4.12 shall not apply to Equity Securities acquired by any Shareholder after the pricing of the IPO. In connection with the IPO, each Shareholder agrees to enter into a customary lock-up agreement if requested to do so by the Board or the managing underwriter or underwriters (as applicable) containing the restrictions set forth in this Section 4.12; provided, that all officers, directors and holders of at least 3% of the then outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) also execute such lock-up agreement and such agreement contains a provision that to the extent the managing underwriter or underwriters (as applicable) grant any party early termination or exclusion from the terms of the lock-up agreement, such managing underwriter or underwriters (as applicable) shall apply the same exclusion or termination pro rata among the Shareholders who have executed the lock-up agreement. The Company shall use its commercially reasonable efforts to include the foregoing terms in the lock-up agreement presented to Shareholders in connection with the IPO. To the extent that any Shareholder enters into any such lockup agreement with an underwriter or underwriters of the Company, the terms of such lock-up agreement shall apply in lieu of this Section 4.12, except that the notice provisions contained herein shall continue to apply to the Company.

Section 4.13 Suspension of Sales. Each Selling Holder participating in a registration agrees that, upon receipt of notice from the Company pursuant to Section 4.7(f), such Selling Holder will discontinue disposition of its Registrable Securities pursuant to such registration statement until receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.7(f), or until advised in writing by the Company that the use of the prospectus may be resumed, as the case may be, and, if so directed by the Company, such Selling Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities which are current at the time of the receipt of the notice of the event described in Section 4.7(f).

Section 4.14 Third Party Registration Rights. Nothing in this Agreement shall be deemed to prevent the Company from providing registration rights to any other Person on such terms as the Board deems desirable in its sole discretion, provided, however, that the Company is prohibited from granting registration rights to any other Person that rank senior to or provide greater rights than those provided hereunder to the New Shareholders, without first obtaining the written consent of New Shareholders holding a majority of the then outstanding Ordinary Shares (on an as if converted basis) held by the New Shareholders.

Section 4.15 Foreign IPO. If the IPO occurs outside the United States and the primary stock exchange for the Ordinary Shares is not located in the United States, then if and only to the extent customary in the applicable jurisdiction, the Company and the Shareholders shall enter into a registration rights agreement or a similar agreement containing customary terms and provisions with respect to registration rights for such jurisdiction, provided that such terms and provisions shall reflect, to the extent legally permissible and customary in the applicable jurisdiction, the terms and provision set forth in this Article IV.

ARTICLE V

INFORMATION; BOARD OBSERVER; OTHER AGREEMENTS

Section 5.1 Financial Information.

(a) Prior to an IPO, the Company shall deliver the following to each Shareholder (provided that if such Shareholder is an Advised Account, the Company shall instead deliver the following to the investment adviser of such Advised Account):

(i) a copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of each fiscal quarter of the Company for the first three (3) fiscal quarters of a fiscal year and the related consolidated statements of income, cash flows and changes in shareholders' equity for such quarter and the portion of the fiscal year then ended, in each case prepared in accordance with GAAP (and the Company shall use commercially reasonable efforts to do so within 45 days after the end of each such fiscal quarter); and

(ii) a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of each fiscal year of the Company and the audited consolidated statements of income, cash flows and changes in shareholders' equity for such year, in each case prepared in accordance with GAAP (and the Company shall use commercially reasonable efforts to do so within 90 days after the end of each such fiscal year).

(b) Prior to an IPO, the Chief Executive Officer and the Chief Financial Officer of the Company shall hold quarterly conference calls for the Shareholders to discuss earnings for the previous quarter. The conference call shall be held no later than ten Business Days from the time that the Company distributes the financial statements as set forth in Section 5.1(a). No fewer than two days prior to the conference call, the Company shall deliver notice to the Shareholders of the time and date of such conference call and provide instructions for Shareholders to obtain access to such call.

Section 5.2 Confidentiality.

(a) Each Shareholder recognizes that Confidential Information may have been and may be disclosed to such Shareholder by the Company. Each Shareholder shall not engage in the unauthorized use, and shall cause its Affiliates not to engage in the unauthorized use, or make any unauthorized disclosure to any third party, of any Confidential Information without the prior written consent of the Company and shall use due care to ensure that such Confidential Information is kept confidential, including by treating such information as such party would treat its own Confidential Information. Notwithstanding the foregoing, the Shareholders shall have the right to share any Confidential Information with the holders of their Equity Securities, their investment advisers, any of their respective direct or indirect members, any proposed acquirer or Transferee of their Equity Securities, any of their current or potential financing sources or any of their Representatives, each of whom shall be required to agree to keep confidential such Confidential Information to the extent required of the Shareholder under

this Section 5.2. As used herein, "Confidential Information" means all information, knowledge, systems or data relating to the business, operations, finances, policies, strategies, intentions or inventions of the Company (including any of the terms of this Agreement) from whatever source obtained, except for any such information, knowledge, systems or data which at the time of disclosure was in the public domain or otherwise in the possession of the disclosing Person unless such information, knowledge, systems or data was placed into the public domain or became known to such disclosing Person other than in violation of any non-disclosure obligation, including this Section 5.2. Nothing in this Section 5.2 shall prohibit any Shareholder or any of its Affiliates from disclosing the terms of this Agreement to its counsel or any court or other Governmental Authority in connection with the enforcement by such Shareholder of this Agreement.

(b) If any Shareholder is requested to disclose any Confidential Information by any Governmental Authority or for any regulatory reason, such Shareholder will promptly notify the Company to permit it to seek a protective order or take other action that the Board in its discretion deems appropriate, and such Shareholder will cooperate in any such efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information. If, in the absence of a protective order, such Shareholder is compelled as a matter of Law to disclose any such information in any proceeding or pursuant to legal process, such Shareholder may disclose to the party compelling disclosure only the part of such Confidential Information as is required by Law to be disclosed (in which case, prior to such disclosure, such Shareholder will advise and, if requested by the Board, consult with the Company and its counsel as to such disclosure and the nature and wording of such disclosure) and such Shareholder will use its reasonable best efforts to obtain confidential treatment therefor.

(c) For the avoidance of doubt, nothing herein shall restrict the Company from providing customary information about the transactions provided for herein to prospective investors in the Company, but shall not identify any Advised Account or investment adviser by name without the prior written consent of the investment adviser to such Advised Account. The provisions contained in this Section 5.2 shall survive the termination of this Agreement, and each Shareholder shall continue to be bound by its obligations under this Section 5.2 notwithstanding the Transfer of any or all of its Shares, in each case for a period of two years from the date of such termination or Transfer of all of its Shares.

Section 5.3 Board Rights; Board Observer.

(a) To the extent that the Qualified IPO is not consummated on or prior to March 31, 2012, the New Shareholders, as a class, shall have the right to designate, by approval of holders of a majority of the outstanding Ordinary Shares held by the New Shareholders (assuming all Preference Shares are converted into Ordinary Shares), one member of the Board (or similar body, including any executive committee that acts on behalf of the Board pursuant to an express or implied delegation of the Board's powers) who shall be entitled to serve on the Board (or similar body, including any executive committee that acts on behalf of the Board pursuant to an express or implied delegation of the Board's powers) until the consummation of the Qualified IPO; provided that if the New Shareholders, as a class, are unable to attain the approval of a majority of the outstanding Ordinary Shares held by the New

Shareholders (assuming all Preference Shares are converted into Ordinary Shares) to designate such member to the Board, then within 14 days of March 31, 2012, the holder of the largest number of Preference Shares shall have the right in its sole discretion to designate such member to the Board on behalf of the New Shareholders. Each Shareholder hereby agrees to vote its, his or her Shares at any meeting of shareholders called for the purpose of filling such position on the Board, or in any written consent executed for such purpose, and take all other actions necessary to give effect to this Section 5.3(a).

(b) In addition and without limiting any rights of the New Shareholders pursuant to Section 5.3(a), prior to the Qualified IPO, for so long as any New Shareholder holding at least 1,628,528 Preference Shares on the date hereof continues to own at least a majority of the outstanding Ordinary Shares held by such New Shareholder (assuming all Preference Shares are converted into Ordinary Shares) as of the date hereof, such New Shareholder shall have the right to designate one (1) individual (a "Board Observer") to observe and participate (but not vote) at each meeting of the Board (or similar body, including any executive committee of the Board). For purposes of this Section 5.3(b), all New Shareholders that are Advised Accounts and have a common or Affiliated investment adviser shall be treated as a single New Shareholder and, to the extent that they collectively meet the requirements of the first sentence of this Section 5.3(b), they shall collectively have the right to appoint a single Board Observer on behalf of all such New Shareholders. A Board Observer shall have the right to (a) attend all meetings of the Board, (b) receive notice of all such meetings at the same time as the relevant Board members and (c) receive copies of all materials and information provided to the members of the Board (whether in connection with a meeting, an action by written consent or otherwise), including an annual budget and business plan and any multi-year budget or business plan; provided that (i) a Board Observer shall not have the right to vote on any matter and shall not be a member of the Board and (ii) attendance of a Board Observer shall not be required for purposes of taking action at any meeting of the Board and the absence of a Board Observer shall not affect any action so taken. Notwithstanding anything to the contrary in this Section 5.3, a Board Observer may be excluded from any meeting of the Board (or portion thereof) and shall not be entitled to receive any Board materials or minutes of such meeting (or portion thereof), in each case, solely to the extent (A) such meeting, materials or minutes relate specifically to the Company's relationship with such Board Observer (or an Affiliate thereof) or (B) required, as reasonably determined by the Board after consultation with counsel, to maintain the attorney-client privilege protections of such discussion or materials.

Section 5.4 No Side Agreements. Except for the Voting and Lock-Up Agreement, the Company and the Shareholders hereby covenant and agree not to enter, directly or indirectly, into any agreement with the Company, any of the Shareholders or any of the Shareholders' respective affiliates or grant any proxy or power of attorney or become party to any voting trust or other agreement, relating to the Shares or to the governance of the Company or any of its Subsidiaries, which is inconsistent with or conflicts with the provisions of this Agreement or the Ancillary Documents.

Section 5.5 Authorized Company Capital Stock. The Company and each Shareholder shall take all action necessary, including by causing the Company's Articles of Association and Memorandum to be amended from time to time, to ensure that the Company has available at all times during which any Preference Shares remain outstanding, sufficient

authorized but unissued Ordinary Shares or treasury stock to provide for the issuance of the maximum number of Ordinary Shares issuable upon conversion of outstanding Preference Shares owned at any time by the Shareholders, pursuant to the terms of the Company's Memorandum and Articles of Association.

Section 5.6 Organizational Documents. Each Shareholder shall vote all of its Shares that are entitled to vote or execute proxies or written consents, as the case may be, and take all other actions necessary, to ensure that the Articles and of Association and Memorandum (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which such Shareholder is entitled under this Agreement.

Section 5.7 Corporate Opportunities. Each of the parties hereto acknowledges that the New Shareholders, their Affiliates and any of their related investment funds and portfolio companies, may review the business plans and related proprietary information of any enterprise, including any enterprise which may have products or services which compete directly or indirectly with those of the Company or its Subsidiaries, and may trade in the securities of such enterprise. Nothing in this Agreement shall preclude or in any way restrict the New Shareholders, their Affiliates and any of their related investment funds and portfolio companies, from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company. Notwithstanding anything to the contrary herein, the Company and each Shareholder expressly acknowledge and agree that: (a) the New Shareholders and managers, officers, directors, members, partners, Affiliates and any related investment funds or portfolio companies of the New Shareholders (other than the Company and its Subsidiaries), have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company or any of its Affiliates or Subsidiaries and (b) in the event that any of the New Shareholders and managers, officers, directors, members, partners, Affiliates and any related investment funds or portfolio companies of the New Shareholders (other than the Company and its Subsidiaries) acquires knowledge of a potential transaction or matter that may be a corporate opportunity for any of the Company, its Affiliates or any of its Subsidiaries (each a "Corporate Opportunity Party"), then any such Corporate Opportunity Party shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its Affiliates or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, any such Corporate Opportunity Party shall not be liable to the Company, any of its Affiliates, any of its Subsidiaries or any other Shareholder for breach of any duty (contractual or otherwise) by reason of the fact that any such Corporate Opportunity Party, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company, its Affiliates or any of its Subsidiaries. Notwithstanding the foregoing, this Section 5.7 shall not apply to any director of the Company and shall not be deemed in any manner to relieve any director of any fiduciary duties owed by such director to the Company and the Shareholders.

Section 5.8 Taxes.

(a) Except for any transaction in which the Shareholders are to receive as consideration for all their Shares, Equity Securities in another Person that is treated as an association taxable as a corporation for United States federal income tax purposes and which transaction does not give rise to any material tax liability to the Shareholders or the Company and its Subsidiaries, neither the Company nor any of the Shareholders will take any action to cause the Company to fail to be treated as an association taxable as a corporation for United States federal income tax purposes without the written consent of the New Shareholders holding at least 66-2/3% of the outstanding Ordinary Shares (on an as converted basis) then held by the New Shareholders.

(b) If the Company determines that it is treated as a PFIC for the 2012 taxable year or any subsequent taxable year, the Company will, as soon as reasonably practicable, but in any event no later than 180 days, following the end of the taxable year during which the Company was a PFIC,

(i) determine whether any Subsidiary of the Company whose stock a Shareholder would be deemed to own for purposes of the PFIC rules is also a PFIC,

(ii) inform each Shareholder that the Company was a PFIC (and if applicable any Subsidiary),

(iii) inform each Shareholder that chooses to make a "Qualified Electing Fund" election pursuant to section 1295 of the Code (or, if applicable, in connection with such election made by such Shareholder's direct or indirect equity owners) of the amount of such Shareholder's pro rata share of the Company's ordinary earnings and net capital gain (as determined for purposes of section 1293 of the Code) for the applicable taxable year of the Company and of any Subsidiary that is a PFIC with respect to which such Shareholder chooses to make such an election, and

(iv) provide the Shareholders with access to such other Company information as may be reasonably required for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election. For purposes of this section, the Company's "taxable year" means the Company's fiscal year end unless determined otherwise pursuant to the Code. In the event that a Shareholder has made "Qualified Electing Fund" election with respect to a taxable year of the Company, the Company agrees to make a dividend distribution to the Shareholder (no later than 180 days following the end of the Company's taxable year) in an amount equal to (X) the amount that would be included by the Shareholder as a result of a valid and timely "Qualified Electing Fund" election, as the case may be, which was applicable to such taxable year multiplied by (Y) the lesser of (I) 50% and (II) the highest applicable income tax rate of a resident of New York City, including federal, state and local income taxes and taking into account the deductibility of state and local income taxes, with respect to income includible under section 1293 of the Code in such taxable year.

(c) With respect to Shareholders that are "United States persons" for United States federal income tax purposes, the Company shall make due inquiry with its tax advisors (and shall cooperate with each such Shareholder's tax advisors with respect to such inquiry) on at least an annual basis regarding whether such Shareholder's direct or indirect interests in the Company are subject to the reporting requirements of either or both of Sections 6038 and 6038B of the Code (and the Company shall duly inform such Shareholder of the results of such determination), and in the event that such Shareholder's direct or indirect interests in the Company are determined by the Company's tax advisors or such Shareholders' tax advisors to be subject to the reporting requirements of either or both of Sections 6038 and 6038B, the Company agrees, upon a request from such affected Shareholder, to provide such information as may be necessary to fulfill such Shareholder's obligations thereunder.

Section 5.9 Territory Licensing Restriction. The Company shall not (and shall cause its Subsidiaries not to) enter into any contract or agreement to license or transfer any of its or its Subsidiaries' Intellectual Property to any Person relating to China (including without limitation Hong Kong, Macau or Taiwan), the equity interests of which are owned or to be owned, directly or indirectly, by any of the Existing Shareholders, unless any such contract or agreement that is entered into has substantially the same terms and conditions as those set forth in the term sheets attached as Exhibits D and E hereto.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1 Certificate Legend. Each certificate evidencing Shares held by a Shareholder shall bear a legend on the face thereof substantially to the following effect (the "Legend"):

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE, FEDERAL OR FOREIGN SECURITIES LAW. NEITHER THESE SECURITIES, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED WITH AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE, FEDERAL OR FOREIGN LAWS OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE SHAREHOLDERS AGREEMENT, DATED JULY 11, 2011, BY AND AMONG MICHAEL KORS HOLDINGS LIMITED AND THE SHAREHOLDERS LISTED THEREIN (AS AMENDED FROM TIME TO TIME)."

The Legend shall be promptly removed by the Company, with respect to any certificates evidencing Shares, by the delivery of substitute certificates without such Legend, in the event of a Transfer permitted by this Agreement and in which the Transferee is not required to be bound by, or become a party to, this Agreement with respect to such Shares; provided, however, that the first paragraph of the Legend shall only be removed when (i) the Company shall have received an opinion of counsel in form and substance reasonably satisfactory to the Company, or a copy of a "no-action" or interpretive letter from the SEC, to the effect that the restrictions imposed by such paragraph are not applicable to such Shares or (ii) such Shares have been effectively registered and Transferred pursuant to a registration statement under the Securities Act. Notwithstanding anything to the contrary in this Agreement, to the extent that the Shares are held in uncertificated form, the Shareholder acknowledges and agrees that the Company may cause the Legend required pursuant to this Agreement to be reflected in the records of the transfer agent of the Company and may cause such transfer agent to comply with the provisions of this Section 6.1 relating to the removal of the Legend To the extent the Company engages the services of a transfer agent to transfer its shares, the Company shall cause the transfer agent to promptly comply with the Company's obligations set forth herein.

Section 6.2 Termination. This Agreement (other than Article IV and this Article VI) shall terminate upon the earlier of (a) the date on which the Qualified IPO is consummated, (b) the consummation of a Company Sale and (c) a liquidation, winding-up or dissolution of the Company. Article IV and this Article VI shall terminate upon the earlier of (x) the consummation of a Company Sale and (y) a liquidation, winding-up or dissolution of the Company. Except as expressly provided herein (including in Section 3.2(a)), any party to this Agreement shall cease to be a party hereto and this Agreement shall terminate with respect to such party at the time such party no longer owns any Shares. No termination of this Agreement (or any provision hereof) shall (i) relieve any party of any obligation or liability for damages resulting from such party's breach of this Agreement (or any provision hereof) prior to its termination or the termination of this Agreement with respect to such party or (ii) terminate any provision hereof that, by its terms, survives such termination.

Section 6.3 Conflict with Memorandum and Articles of Association. In case of any conflict between this Agreement (or any provision hereof) and the Company's Memorandum and Articles of Association (or any provision thereof), this Agreement shall control and the parties hereto agree to take all steps necessary (to the extent permitted by applicable Law) to amend the Company's Memorandum and Articles of Association to the extent necessary to remove such conflict.

Section 6.4 Additional Securities Subject to Agreement. Each Shareholder agrees that any other Equity Securities of the Company which it hereafter acquires by means of a share split, share dividend, distribution, conversion, exercise of options or warrants, or otherwise (other than shares acquired in the IPO or in the public market after the IPO) shall be subject to the provisions of this Agreement to the same extent as if held on the date hereof.

Section 6.5 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (receipt confirmed), sent by a nationally recognized overnight courier (providing proof of delivery), or mailed in the United States by certified or registered mail, postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to the Company:

c/o Michael Kors (USA), Inc.

11 West 42nd Street, 21st Floor

New York, NY 10036

Fax No: (646) 354-4826

Attention: John Idol

with a copy (which shall not constitute notice hereunder) to:

SHL Investment Group (USA), Inc.

11 West 42nd Street, 21st Floor

New York, NY 10036

Fax No: (646) 354-4842

Attention: Gary I. Sheff

If to an Existing Shareholder:

if to SHL Fashion Limited and SHL – Kors Limited to:

c/o Michael Kors (USA), Inc.

11 West 42nd Street, 21st Floor

New York, NY 10036

Fax No: (646) 354-4826

Attention: John Idol

with a copy (which shall not constitute notice hereunder) to:

SHL Investment Group (USA), Inc.

11 West 42nd Street, 21st Floor

New York, NY 10036

Fax No: (646) 354-4842

Attention: Gary I. Sheff

if to Michael Kors to:

Mr. Michael Kors

65 West 13th Street, #11D

New York, NY 10011

with a copy (which shall not constitute notice hereunder) to:

Patterson Belknap Webb & Tyler LLP

1133 Avenue of the Americas

New York, NY 10036-6731

Fax No: (212) 336-2222

Attention: Peter Shaeffer

if to Sportswear Holdings Limited to:

c/o Sportswear Holdings Limited

12/F, Novel Industrial Building

850-870 Lai Chi Kok Road

Cheung Sha Wan, Kowloon, Hong Kong

Fax No: +852-2310-1841

Attention: Oliver Chu

with a copy (which shall not constitute notice hereunder) to:

SHL Investment Group (USA), Inc.

11 West 42nd Street, 21st Floor

New York, NY 10036

Fax No: (646) 354-4842

Attention: Gary I. Sheff

if to Littlestone to:

c/o Zenobia Management S.A.

Grand Rue 114

P.O. Box 1459

1820 Montreux, Switzerland

Fax No: + 41-21-966-5249

Attention: Farouk Abdullah

if to Northcroft Trading Inc. to:

2 Bd Georges - Favon

CH-1204 Geneva

Switzerland

Fax No: + 41-22-781-4711

Attention: Arturo Fasana

if to Vax Trading, Inc. to:

c/o MAO Financial Services S.A.

1, rue Etienne-Dumont

1204 Geneva, Switzerland

Fax No: + 41-22-818-6168

Attention: Michel Clemence

if to OB Kors LLC to:

c/o Orca Bay Capital Corp.

1301 First Avenue, Suite 200

Seattle, WA 98101

Fax No: (206) 689-2404

Attention: Bryon Madsen

if to John Idol to:

Mr. John D. Idol

225 Elderfields Road

Manhasset, NY 11030

Fax No: (516) 365-6872

if to the John Muse, Muse Children's GS Trust, Muse Family

Enterprises and JRM Interim Investors, LP to:

c/o Hicks, Muse, Tate & Furst Incorporated

200 Crescent Court, Suite 600

Dallas, TX 75201

Fax No: (214) 740-7313

Attention: Linda Ehlers

if to any New Shareholder, to the address set forth opposite such Shareholder's name on the signature pages hereto.

Section 6.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and all of which together will be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. For purposes of this Agreement, facsimile signatures or signatures by other electronic form of transfer shall be deemed originals, and the parties agree to exchange original signatures as promptly as possible.

Section 6.7 Entire Agreement. This Agreement (including the exhibits and schedules hereto) contain all of the terms, conditions and representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersede all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement, including the Shareholders' Agreement, dated as of January 29, 2003, by and among the Company, SHLK and MK, which has been terminated pursuant to the Restructuring Agreement. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties to this Agreement.

Section 6.8 Binding Effect; No Third-Party Beneficiary. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto. Except as expressly provided for in Section 4.9, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any Person, firm, corporation or other entity other than the parties hereto any remedy or claim under or by reason of this Agreement or any terms or conditions hereof, and all of the terms, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto.

Section 6.9 Governing Law. This Agreement and any claim, controversy or dispute arising under or related thereto, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in Law or in equity, in contract, tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the Laws of the State of New York without regard to its rules regarding conflicts of Law to the extent that the application of the Laws of another jurisdiction would be required thereby.

Section 6.10 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to Transfers permitted under Article III, the Shareholders may not, directly or indirectly, assign any of their rights or delegate any of their obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the Company. Any purported direct or indirect assignment in violation of this Section 6.10 shall be void and of no force or effect.

Section 6.11 Submission to Jurisdiction; Service. Each party (a) irrevocably and unconditionally submits to the personal jurisdiction of the federal courts of the United States District Court for the Southern District of New York or any New York State Court sitting in New York City, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (c) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (d) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforesaid courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 6.5 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

Section 6.12 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

Section 6.13 Waiver and Amendment. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed (a) in the case of an amendment, by the Company and the Shareholders holding a majority of the outstanding Ordinary Shares (on an as converted basis) held by the Shareholders as of the date of such amendment (provided, however, that, if any such amendment has an impact on any

Shareholder and/or its Shares (or Registrable Securities with respect to Article IV) that is different from the impact on any of the other Shareholders and/or their Shares (or Registrable Securities with respect to Article IV) (taking into account, among other things, the size of such Shareholder's ownership) in a manner materially adverse to the rights of such Shareholder under this Agreement or the value of such Shareholder's Shares (or Registrable Securities with respect to Article IV), then such Shareholder shall be required to approve such amendment); provided, however, that any amendment that would be materially adverse to any rights or obligations of the New Shareholders (and notwithstanding that such impact may be the same to all other Shareholders and/or their Shares (or Registrable Securities with respect to Article IV)) shall require the consent of the New Shareholders holding a majority of the then outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) held by the New Shareholders, except for any such amendment (i) to correct any typographical or similar ministerial errors, (ii) necessary or appropriate to effect a restructuring or reorganization of, or take other necessary and appropriate actions with respect to, the Company, its Affiliates (including any of its direct or indirect parent companies) or any of its subsidiaries in connection with an IPO, (iii) to provide for anti-"controlled foreign corporation" restrictions or similar language in such organizational documents of the Company or its Subsidiaries or (iv) to comply with any applicable law and (b) in the case of waiver, by the party against whom the waiver is to operate. No failure on the part of a party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 6.14 Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each party to this Agreement certifies and acknowledges that (a) no other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered and understands the implications of this waiver, (c) such party makes this waiver voluntarily and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.14.

Section 6.15 Specific Performance. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the United States District Court for the Southern District of New York or any New York State Court sitting in New York City, this being in addition to any other remedy at Law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. The parties agree that they shall not object to the granting of injunctive or other equitable relief on the basis that there exists adequate remedy at Law.

Section 6.16 Other Matters. Notwithstanding anything to the contrary contained in this Agreement or otherwise, there shall be no recovery pursuant to this Agreement by any

party for any punitive, exemplary, consequential, incidental, treble, special, or other similar damages (other than those actually paid in connection with a third party claim) in any claim or proceeding by one party against another arising out of or relating to a breach or alleged breach of any representation, warranty, covenant, or agreement under this Agreement by the other party.

Section 6.17 Fees and Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such fees or expenses.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on it behalf as of the date first written above.


THE COMPANY:

MICHAEL KORS HOLDINGS LIMITED

By:		/s/ John D. Idol
		Name:
		Title: