THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 10.10

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Third Amended and Restated Investor Rights Agreement (the “Agreement”) dated as of August 30, 2004, is entered into by and among VistaPrint Limited (the “Company”), the Prior Investors listed on Schedule I attached hereto (individually, a “Prior Investor” and, collectively, the “Prior Investors”), the Series A Investors listed on Schedule II attached hereto (individually, a “Series A Investor” and, collectively, the “Series A Investors”), and the Series B Investors listed on Schedule III attached hereto (individually, a “Series B Investor” and, collectively, the “Series B Investors”).

BACKGROUND

WHEREAS, the Company, the Prior Investors, the Series A Investors and certain of the Series B Investors are parties to the Second Amended and Restated Investor Rights Agreement dated August 19, 2003, as amended (the “Original Agreement”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company and certain of the Series B Investors have entered into a certain Series B Convertible Preference Share Purchase Agreement (the “2004 Purchase Agreement”) in connection with the issuance and sale by the Company to such Series B Investors of the Company’s Series B Convertible Preference Shares, $0.001 par value per share (the “Series B Preference Shares”); and

WHEREAS, the Company, the Prior Investors, the Series A Investors and the Series B Investors that are parties to the Original Agreement wish to amend and restate in its entirety the Original Agreement to reflect the issuance of additional Series B Preference Shares on the terms and conditions set forth in the 2004 Purchase Agreement and to make certain other changes to the terms of the Original Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and for other valuable consideration, receipt of which is hereby acknowledged, the Company, the Prior Investors, the Series A Investors and the Series B Investors hereto agree that the Original Agreement is hereby amended and restated as follows:

ARTICLE I. DEFINITIONS

1. Certain Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

“ 2003 Purchase Agreement ” means the Series B Convertible Preference Share Purchase Agreement dated as of August 19, 2003, as amended, among the Company and the persons and entities listed on Schedule 1 attached thereto.

“ Affiliate ” means, with respect to any person or entity, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such person or entity, including, without limitation, any partner of such person or entity and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners of such person or entities. For purposes of this definition, “control” of any entity shall mean owning more than 50% of such entity’s issued voting interests, or having the power to appoint at least a majority of such entity’s board of directors (or similar governing body).

“ BMA ” means the Bermuda Monetary Authority.

“ Board of Directors” means the Company’s board of directors.

“ Bye-Laws ” means the bye-laws of the Company as they may be amended from time to time.

“ Commission ” means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“ Common Shares ” means the Company’s common shares, $0.001 par value per share.

“ Companies Act ” means the Bermuda Companies Act 1981, as amended from time to time.

“ Competitor ” means an entity (i) of which a Shareholder notifies the Company in writing in connection with a proposed transfer of Voting Shares or the exercise of inspection rights pursuant to Section 1 of Article V, and (ii) that a majority of the Board of Directors reasonably determines to be a direct competitor of the Company and provides written notification to such Shareholder of such determination within twenty (20) days following the notification provided by the Shareholder in accordance with clause (i).

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

“ GAAP ” means generally accepted accounting principals in the United States.

“ Highland ” means Highland Capital Partners VI Limited Partnership.

“ Highland B ” means Highland Capital Partners VI-B Limited Partnership

“ Highland Capital Partners ” means collectively, Highland, Highland B, Highland Entrepreneurs’ Fund VI Limited Partnership and, except for purposes of Section 1(b) of Article V, any persons or entities to whom the rights granted under this Agreement are Transferred by Highland Capital Partners, their successors or assigns.

“ Holder ” means a holder of Preference Shares.

“ Initial Public Offering ” means the Company’s initial firm commitment underwritten public offering of Common Shares at a price per share of at least $8.00 (subject to appropriate adjustment for share splits, share dividends, share consolidations or other similar recapitalizations affecting the number of issued Common Shares) pursuant to an effective Registration Statement resulting in gross proceeds to the Company of at least $35,000,000; provided, however, if the Initial Public Offering shall not have occurred by December 31, 2005, the price per share set forth in the foregoing clause shall be increased to $12.33 (subject to appropriate adjustment for share splits, share dividends, share consolidations or other similar recapitalizations affecting the number of issued Common Shares).

“ Major Series B Holders ” means Highland Capital Partners and HarbourVest Partners VI-Direct Fund L.P.

“ Preference Shares ” shall collectively mean the Series A Preference Shares and the Series B Preference Shares.

“ Prospectus ” means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Prior Investor Shares ” means any Voting Shares held by the Prior Investors.

“ Registrable Shares ” means (i) the Common Shares delivered or deliverable upon conversion of the Preference Shares, (ii) any Common Shares, and any Common Shares delivered or deliverable upon the conversion or exercise of any other securities, acquired by a Holder pursuant to Article III of this Agreement, (iii) any other Common Shares issued in respect of such shares (because of share splits, share dividends, share consolidations, reclassifications, recapitalizations, or similar events), and (iv) any Voting Shares held by the Prior Investors; provided , however , that a Shareholder’s Common Shares that are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act, (ii) upon any sale in any manner to a person or entity which, by virtue of Article VII, Section 3 of this Agreement, is not entitled to the rights provided by this Agreement or (iii) at such time as all of the Registrable Shares then held by such Shareholder may be sold without restriction as to volume under Rule 144 under the Securities Act. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Shares, the

determination of such percentage shall include Common Shares deliverable upon conversion of the Preference Shares even if such conversion has not been effected.

“ Registration Statement ” means (i) a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation) or (ii) any filing made in Bermuda under Part III of the Companies Act.

“ Securities Act ” means the United States Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

“ Selling Shareholder ” means any Shareholder owning Registrable Shares included in a Registration Statement.

“ Series A Investor Shares ” means any Voting Shares held by the Series A Investors.

“ Series A Preference Shares ” shall mean the Company’s Series A Convertible Preference Shares, $0.001 par value per share.

“ Series B Preference Shares ” shall mean the Company’s Series B Convertible Preference Shares, $0.001 par value per share.

“ Shareholders ” means the Series B Investors, the Prior Investors, the Series A Investors, and any persons or entities to whom the rights granted under this Agreement are Transferred by any Series B Investor, Prior Investor or Series A Investor, their successors or assigns pursuant to Article VII, Section 3 below.

“ Subsidiary ” or “ Subsidiaries ” shall mean any corporation, 50% or more of the outstanding voting securities of which shall at the time be owned by the Company or by one or more Subsidiaries, or any other entity or enterprise, 50% or more of the equity of which shall at the time be owned by the Company or by one or more Subsidiaries.

“ Transfer ” and any grammatical variation thereof means any sale, transfer, pledge, encumbrance, or other disposition, whether voluntarily, involuntarily or by operation of law.

“ Voting Shares ” means any and all Common Shares, Preference Shares and/or other shares in the capital of the Company, by whatever name called, that carry voting rights (including voting rights which arise by reason of default) and that are now owned or subsequently acquired by a Shareholder, however acquired, including without limitation shares acquired pursuant to share splits, share dividends, share consolidations, recapitalizations and other similar events affecting such shares.

ARTICLE II. VOTING RIGHTS

1. Voting of Shares .

(a) Subject to Section 3 of this Article II below, in any and all elections of directors of the Company (whether at a meeting or by written resolution in lieu of a meeting), each Shareholder shall vote or cause to be voted all Voting Shares owned by him, her or it or over which such Shareholder has voting control (and attend, in person or by proxy for purposes of obtaining a quorum, or by execution of written resolution in lieu of meetings), and otherwise use his, her, or its best efforts, and the Company agrees to take all necessary and desirable actions within its control (including, but not limited to the nomination of specified persons), so as to fix the number of directors of the Company at seven (7) and to cause and maintain the election to the Board of Directors as follows:

(i) two (2) members, one of which is designated by Highland, and the other of which is designated by Highland B (collectively, the “Series B Designees”), who shall initially be Paul Maeder and Fergal Mullen, respectively;

(ii) two (2) members designated by the Series A Investors who are the holders of a majority of the Series A Investor Shares in issue at the time of such election (the “Series A Designees”), who shall initially be Valerie Gombart and Louis Page;

(iii) one (1) member designated by the holders of a majority of the Common Shares in issue at the time of such election (the “Common Shares Designee”), who shall initially be Robert Keane; and

(iv) two (2) members who shall be independent, non-employee directors designated by a majority of the Board of Directors, including the Series B Designees (the “Independent Designees”), one of whom shall initially be George Overholser and one of whom shall initially be so designated, approved and elected by February 19, 2005. Until the Independent Designee other than George Overholser is initially elected, the Series A Designees shall designate an incumbent member of the Board of Directors to serve in such position, who shall initially be Olivier Protard; provided, that to the extent an Independent Designee is not designated by a majority of the Board of Directors, including the Series B Designees, within the time period specified herein with respect to such Independent Designee, the Shareholders shall vote or cause to be voted their Voting Shares to remove from the Board of Directors the incumbent designated by the Series A Designees to serve in the position of such Independent Designee, and the vacancy created thereby shall be filled only by a person designated by a majority of the Board of Directors, including the Series B Designees.

(b) The Company shall provide the Shareholders with at least 30 days’ prior written notice of any intended mailing of a notice to Shareholders for a meeting at which directors are to be elected. Highland, Highland B, the Series A Investors and the holders of Common Shares party to this Agreement shall give written notice to all parties to this Agreement, no later than 20 days prior to such mailing, of their respective designees for election as directors. If Highland, Highland B, the Series A Investors or the holders of Common Shares party to this Agreement fail to give notice to the Company as provided above, it shall be deemed that such parties’ designee(s) then serving on the Board of Directors shall be such parties’ designee(s) for reelection.

(c) Except with the prior consent of the party or parties which were entitled to designate a director pursuant to Section 1 of this Article II, the Shareholders shall not vote to remove such director designated hereunder except for bad faith, willful misconduct or the consistent failure by such director to attend meetings of the Company’s Board of Directors.

(d) In the event that any director designee (a “Former Director”) ceases to serve as a director for any reason other than (i) for bad faith, willful misconduct or the consistent failure by any such director to attend meetings of the Company’s Board of Directors or (ii) for refusal to stand for re-election, the parties entitled to designate such Former Director shall have the right to nominate another designee for immediate election as a director without complying with Section 1(b) of this Article II. Notwithstanding anything to the contrary in the preceding sentence, if a Former Director ceases to serve for the reasons set forth in clauses (i) and (ii) of this subsection, the parties designating such Former Director shall nominate another designee for election, provided that such parties comply with Section 1(b) of this Article II.

(e) In the event that Robert Keane ceases to serve as the Company’s Chief Executive Officer, then for so long as the Common Shares Designee is not the then Chief Executive Officer, each Shareholder shall vote or cause to be voted all Voting Shares owned by him, her or it or over which such Shareholder has voting control (and attend, in person or by proxy for purposes of obtaining a quorum, or by execution of written consents in lieu of meetings), and otherwise use his, her, or its best efforts, and the Company agrees to take all necessary and desirable actions within its control (including, but not limited to the nomination of specified persons), so as to increase the number of directors of the Company to eight (8) and to elect the Company’s Chief Executive Officer to the Board of Directors.

2. No Revocation . The voting agreements contained herein are coupled with an interest and may not be revoked, except by written consent of all of the Shareholders.

3. Rights Relating to an Acquisition .

(a) At any time on or after August 19, 2005 and in addition to the requirements under the Bye-Laws and the Companies Act, if (i) any person or entity, or group of related persons and/or entities makes a good faith offer to consummate, in a single transaction or a series of related transactions, any (a) consolidation, amalgamation or merger of the Company into or with any other entity or entities (except a consolidation, amalgamation or merger with or into a subsidiary of the Company or a consolidation, amalgamation or merger in which either (I) the Company’s voting capital shares in issue immediately prior to the transaction continue to represent a majority by voting power of the voting capital shares in issue immediately following the transaction on a fully-diluted basis or (II) the shares issued in exchange for the Company’s voting shares in issue immediately prior to such transaction represent a majority by voting power of the voting shares of the continuing entity immediately following the transaction on a fully-diluted basis); (b) sale of all or substantially all the assets of the Company, whether by sale, transfer, license or otherwise; or (c) acquisition of capital shares representing a majority by voting power of the voting capital shares of the Company other than any such acquisition that is (1) made by any person or entity of which Highland Capital Partners and its Affiliates collectively own more than 25% of the outstanding voting interests, and (2) not approved by a majority of the Board of Directors (each, an “Acquisition”), and (ii) such Acquisition is approved by holders of at least a majority of the Series B Preference Shares then in issue, then each party to this Agreement shall be obligated to use their best efforts to effect the closing of such Acquisition, including without limitation, to (a) vote all of his, her or its Voting Shares in favor of such transaction, to the extent any such vote is required for the consummation of such transaction, (b) sell, transfer or exchange all of his, her or its Voting Shares in connection with such transaction, with the consideration to be paid in respect of such sale, transfer or exchange to be allocated or distributed among the Shareholders in accordance with the terms of the Company’s Bye-Laws, and (c) execute and deliver such instruments of conveyance and transfer and take such other action, including executing any purchase agreement, merger agreement, amalgamation agreement, indemnity agreement, escrow agreement or related documents (each, an “Acquisition Agreement”), as may be reasonably required by the Company in order to carry out the terms and provision of this Section 3(a). If a party to this Agreement fails or refuses to vote or sell his, her or its Voting Shares as required by, or votes his, her or its Voting Shares in contravention of, this Section 3(a), then such party hereby grants to the President and Treasurer of the Company, and each of them acting singly, an irrevocable proxy and power of attorney, coupled with an interest, to vote such Voting Shares in accordance with this Section 3(a) and to execute any instruments necessary or advisable to effect such grant, and the President and Treasurer of the Company, and each of them acting singly, shall so vote such Voting Shares, and hereby appoints the President and Treasurer of the Company and each of them acting singly, his, her or its attorney in fact, to sell such Voting Shares in accordance with the terms of this Section 3(a) and the President and Treasurer of the Company shall so sell such Voting Shares. At the closing of such Acquisition, each of the parties to this Agreement shall deliver, against receipt of the consideration payable in such transaction, certificates representing that number of Voting Shares which such party is bound to transfer pursuant to the Acquisition Agreement, with all endorsements or other instruments necessary for transfer. In the event that any party fails or refuses to comply with the provisions of this Section 3(a), the Company, the Shareholders and the purchaser in such Acquisition, at their option, may elect to proceed with such Acquisition notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to any such party, the rights of any such party with respect to such Voting Shares of such party shall cease.

(b) In the event that following August 19, 2005, the Board considers an Acquisition proposed to be made by any person or entity, or group of related persons and/or entities, other than any person or entity of which Highland Capital Partners and its Affiliates collectively own more than 25% of the outstanding voting interests, and such Acquisition is approved by the Series B Designees but is not approved by the requisite number of members of the Board of Directors, then the number of directors constituting the Board of Directors will be increased by that number of directors such that new directors appointed to fill such new directorships plus the Series B Designees will constitute a majority of the Board of Directors, all such new directorships will be filled by persons designated by Highland and Highland B, each designating an equal number of directors unless they otherwise agree, and each Shareholder shall vote all of such Shareholder’s Voting Shares to cause all such designees to be elected to the Board of Directors. If the Company thereafter terminates discussions regarding such Acquisition or terminates any binding

legal agreement setting forth the terms of such Acquisition, then the directors elected pursuant to this Section 3(b) will be removed from office and the number of directors constituting the Board of Directors will be reduced to the number in effect prior to the increase in the Board of Directors made with respect to such Acquisition and each Shareholder shall vote all of such Shareholder’s Voting Shares to cause such directors to be removed from office and to reduce the number of directors accordingly. Highland Capital Partners shall be responsible for any claims for indemnity brought by such directors on account of their removal.

ARTICLE III. SALE OF COMPANY SECURITIES

1. Pre-Emptive Rights .

(a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange (i) any Common Shares, (ii) any other equity securities of the Company, including, without limitation, preference shares, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into shares of the Company (collectively, the “Offered Securities”), unless in each case the Company shall have first complied with the requirements of this Article III, the Bye-Laws and obtained the prior written approval of the BMA. The Company shall deliver to each of the Shareholders holding greater than 500,000 Voting Shares (the “Pre-emptive Rights Holders”) a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the “Offer”), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged (the “Proposed Offeree”) and describe the general terms upon which the Company proposes to effect such offer or issuance, sale or exchange, and (iv) offer to issue and sell to or exchange with each such Pre-emptive Rights Holder (A) a pro rata portion of the Offered Securities determined by dividing the aggregate number of Common Shares then held by each such Pre-emptive Rights Holder (giving effect to the conversion of all convertible preference shares then held by such Pre-emptive Rights Holder) by the total number of Common Shares then in issue (giving effect to the conversion of all issued convertible preference shares and the exercise or conversion of other convertible securities, options, rights or warrants) (the “Basic Amount”), and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Pre-emptive Rights Holders as each such Pre-emptive Rights Holder shall indicate it will purchase or acquire should the other Pre-emptive Rights Holders subscribe for less than their Basic Amounts (the “Undersubscription Amount”). Each of the Pre-emptive Rights Holders shall have the right, for a period of 20 days following delivery of the Offer, to purchase or acquire, at the price and upon the other terms specified in the Offer, the number or amount of Offered Securities described above. The Offer by its term shall remain open and irrevocable for such 20-day period.

(b) To accept an Offer, in whole or in part, a Pre-emptive Rights Holder must deliver a written notice to the Company prior to the end of the 20-day period of the Offer, setting forth the portion of such Pre-emptive Rights Holder’s Basic Amount that such holder elects to purchase and, if such holder shall elect to purchase all of its Basic Amount, the Undersubscription Amount (if any) that such holder elects to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Pre-emptive Rights Holders are less than the total of all of the Basic Amounts available for purchase, then each Pre-emptive Rights Holder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided , however , that should the Undersubscription Amounts subscribed for exceed the difference between the total of all of the Basic Amounts available for purchase and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Pre-emptive Rights Holder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such holder bears to the total Undersubscription Amounts subscribed for by all Pre-emptive Rights Holders, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

(c) The Company shall have 90 days from the expiration of the 20-day period set forth in Article III, Section 1(a) to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Pre-emptive Rights Holders (the “Refused Securities”), but only to the Proposed Offeree and only upon terms and conditions (including, without limitation, unit prices and interest rates) which are not, in the aggregate, more favorable to the Proposed Offeree or less favorable to the Company than those set forth in the Offer.

(d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 1(c) above), then each Pre-emptive Rights Holder may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that it elected to purchase pursuant to Section 1(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Pre-emptive Rights Holder pursuant to Section 1(b) above prior to such reduction) and (ii) the denominator of which shall be the amount of all Offered Securities. In the event that a Pre-emptive Rights Holder so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to each of the Pre-emptive Rights Holders in accordance with Section 1(a) above.

(e) Upon the closing of the issuance, sale or exchange of all or less than all the Refused Securities, the Pre-emptive Rights Holders shall acquire from the Company, and the Company shall issue to such Pre-emptive Rights Holders, the number or amount of Offered Securities specified in the Notices of Acceptance, upon the terms and conditions specified in the Offer. The purchase by the Pre-emptive Rights Holders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such holders of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such holders and their respective counsel.

(f) Any Offered Securities not acquired by the Pre-emptive Rights Holders or other persons in accordance with Article III, Section 1(c) may not be issued, sold or exchanged until they are again offered to the Pre-emptive Rights Holders under the procedures specified in this Article.

2. Excluded Issuances . The rights of the Pre-emptive Rights Holders under Section 1 of this Article III shall not apply to:

(a) Common Shares issued as a share dividend to holders of Common Shares or upon any subdivision or consolidation of Common Shares;

(b) the delivery of any Common Shares upon conversion of Preference Shares;

(c) Common Shares (or options or warrants to acquire such shares) issued or issuable to employees or directors of, or consultants to, the Company pursuant to the Company’s Amended and Restated 2000-2002 Share Incentive Plan as in effect as of the date hereof or pursuant to a plan, agreement or arrangement approved by a vote of not less than a majority of the Board of Directors of the Company including the Series B Designees then serving on the Board of Directors;

(d) Common Shares issued or issuable pursuant to warrants outstanding on or as of the date hereof;

(e) securities issued solely in consideration for the acquisition (whether by merger, amalgamation or otherwise) by the Company or any of its subsidiaries of all or substantially all of the capital shares or assets of any other entity which acquisition is approved by a vote of not less than a majority of the Board of Directors, including the Series B Designees then serving on the Board of Directors;

(f) Common Shares sold by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act; or

(g) Series B Preference Shares issued pursuant to the 2003 Purchase Agreement or the 2004 Purchase Agreement.

3. Rights of First Refusal .

(a) If any Shareholder other than the Major Series B Holders desires to Transfer all or any part of any shares of the Company held by such Shareholder, whether owned as of the date of this Agreement or hereafter acquired (the “Restricted Shares”), or if any Major Series B Holder desires to Transfer all or any part of any shares of the Company held by such Major Series B Holder to a Competitor, other than according to the terms of this Article III, Section 3, such Transfer shall be void and shall Transfer no right, title, or interest in or to any of such Restricted Shares to the purported Transferee.

(b) If a Shareholder other than the Major Series B Holders desires to Transfer any of his, her or its Restricted Shares other than as set forth in Section 3(h) below, or if a Major Series B Holder desires to Transfer all or any part of any shares of the Company held by such Major Series B Holder to a Competitor, such Shareholder (the “Initiating Shareholder”) shall submit a written offer (the “Offer”) to sell such Restricted Shares (the “Offered Shares”) to the Company and each other Shareholder on terms and conditions, including price, not less favorable to the Shareholders than those offered by the Initiating Shareholder to the proposed Transferee. The Offer shall disclose the identity of the party to which the Initiating Shareholder proposes to Transfer the Restricted Shares (the “Proposed Transferee”), the Offered Shares proposed to be Transferred, the terms and conditions, including price and consideration, of the proposed Transfer, and any other material facts relating to the proposed Transfer.

(c) Subject to compliance with the applicable provisions of the Companies Act, the Company shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Offer. The Company must exercise such option, no later than 15 days after the date the Offer was delivered, by written notice to the Initiating Shareholder. In the event the Company does not exercise its option within such 15-day period with respect to all of the Offered Shares, the Company shall, by the last day of such period, give written notice of that fact to the Shareholders (the “Shareholder Notice”) specifying the number of Offered Shares not purchased by the Company (the “Remaining Shares”). In the event the Company duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company (A) if the Company agrees to purchase all but not less than all of the Offered Shares, by the date five days after the expiration of such 15-day period or (B) if the Company and the Shareholders together agree to purchase all or a part of the Offered Shares, by the date that the Shareholders consummate their purchase of Remaining Shares under Section 3(f) hereof.

(d) Subject to Section 3(e), each Shareholder shall have an option, exercisable for a period of 15 days from the date of delivery of the Shareholder Notice, to purchase up to that number of Remaining Shares as shall be equal to the number of Remaining Shares multiplied by a fraction, the numerator of which shall be the number of Common Shares (after giving effect to the conversion of all convertible preference shares owned by such Shareholder and the exercise of all vested options and warrants owned by such Shareholder) then owned by such Shareholder and the denominator of which shall be the aggregate number of Common Shares (after giving effect to the conversion of all convertible preference shares owned by all such Shareholders and the exercise of all vested options and warrants owned by all Shareholders) then owned by all of the Shareholders. The amount of Remaining Shares that each Shareholder is entitled to purchase under this Section 3(d) shall be referred to as such Shareholder’s “Pro Rata Fraction.” The Shareholders must exercise their options under this Section 3(d), if at all, by delivery of written notice to the Secretary of the Company within such 15-day period.

(e) The Shareholders shall have a right of oversubscription such that in the event options to purchase Remaining Shares have been exercised by the Shareholders with respect to some but not all of the Remaining Shares, those Shareholders who have exercised their options within the 15-day

period specified in Section 3(d) shall have an additional option, for a period of five days next succeeding the expiration of such 15-day period, to purchase all or any part of the balance of such Remaining Shares on the terms and conditions set forth in the Offer, which option shall be exercised by delivery of written notice to the Secretary of the Company. In the event there are Shareholders that choose to exercise the last-mentioned option for a total number of Remaining Shares in excess of the number available, such Shareholders shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves.

(f) If the options to purchase the Remaining Shares are exercised in full by the Shareholders, the Company shall immediately notify the Initiating Shareholder and all of the subscribing Shareholders of that fact. The closing of the purchase of the Remaining Shares shall take place at the offices of the Company no later than thirty days after the date of such notice. Such closing shall be effected by the Initiating Shareholder’s delivery to the subscribing Shareholders of a certificate or certificates evidencing the Offered Shares to be purchased, duly endorsed for Transfer to each such Shareholder, against payment to such Initiating Shareholder, in cash or such other form of payment as may by agreed to by the Initiating Shareholder of the purchase price therefor by such Shareholders and receipt of BMA consent to the purchase.

(g) In the event options to purchase have been exercised by the Shareholders and the Company, with respect to some but not all of the Offered Shares, then neither the Company nor any of the Shareholders may purchase any of the Offered Shares and instead the Offered Shares may be sold at any time within 90 days after the date the Offer was made, subject to the provisions of Section 4 of this Article III. Any such sale shall be to the Proposed Transferee at not less than the price and upon such other terms and conditions, if any, not more favorable in any material respect to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such 90-day period shall again become subject to the right of first refusal contained this Section 3.

(h) Subject to receiving the prior written consent of the BMA, the rights of the Company and the Shareholders under this Section 3 shall not apply to:

(i) any Transfer by a Shareholder who is a natural person to his spouse or children or to a trust established for the benefit of his spouse, children or himself (a “Trust”), or pursuant to his will, or to any entity in which such Shareholder holds a majority of the capital and voting rights;

(ii) any Transfer by a Shareholder that is an entity to any partner, member, retired partner or retired member, Shareholder or Affiliate of such Shareholder;

(iii) any Transfer made pursuant to an effective registration statement filed by the Company under the Securities Act;

(iv) any Transfer made as part of the sale of all or substantially all of the shares of the Company (including pursuant to a merger, amalgamation or consolidation); or

(v) any Transfer by a Trust (i) to its beneficiaries in accordance with the terms of the governing documents of the Trust or (ii) to another Trust,

provided , however , that in the case of a Transfer described in clauses (i) through (iii) above, the Transferor or Transferee provides written notice of such Transfer to the Company and the Transferee agrees in writing to be bound by the terms of this Agreement.

4. Co-Sale Rights .

(a) If at any time any Prior Investor desires to sell all or any part of the Restricted Shares owned by him to any Proposed Transferee in accordance with Section 3, other than pursuant to sales

exempted pursuant to Section 3(h), each of the Holders shall have the right to sell to the Proposed Transferee, as a condition to such sale to the Proposed Transferee, at the same price per share and on the same terms and conditions, a number of Restricted Shares equal to the total number of Restricted Shares to be sold multiplied by a fraction, the numerator of which is the aggregate number of Common Shares (after giving effect to the conversion of all convertible preference shares owned by such Holder) then owned by such Holder and the denominator of which is the aggregate number of Common Shares (after giving effect to the conversion of all convertible preference shares owned by all such Holders) then owned by all of the Holders. If and to the extent a Holder exercises his, her or its rights under this Section 4(a), the number of Restricted Shares to be sold by the Prior Investor shall be reduced by the number of Restricted Shares to be sold by the Holder exercising his, her or its right under this Section 4(a).

(b) Each Holder wishing to so participate in any sale under Section 4(a) shall notify the Prior Investor in writing of such intention as soon as practicable after such Holder’s receipt of the Offer made pursuant to Section 3(b) above, and in any event within the 15-day time period specified in Section 3(d) above.

(c) Each participating Holder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part, of the Restricted Shares proposed to be sold at not less than the price and upon other terms and conditions, if any, not more favorable in any material respect to the Proposed Transferee than those in the Offer provided by the Prior Investor under Section 3(b) above; provided , however , that any purchase of fewer than all of such Restricted Shares by the Proposed Transferee shall be made from each participating Holder and the Prior Investor pro rata based upon the relative amount of the Restricted Shares that each participating Holder and the Prior Investor is otherwise entitled to sell pursuant to Section 4(a) above.

5. Constructive Trust . The proceeds of any sale made by any Shareholder without compliance with the provisions of this Article III, Section 3 and 4 shall be deemed to be held in constructive trust in such amount as would have been due to the Holders if such Shareholder had complied with such Sections.

ARTICLE IV. REGISTRATION RIGHTS

1. Required Registrations .

(a) At any time after the earlier of (i) August 19, 2006 or (ii) six calendar months following the closing of the Company’s first underwritten public offering of Common Shares pursuant to a Registration Statement, Series B Investors holding in the aggregate at least 40% of the Registrable Shares held by the Series B Investors may request, in writing, that the Company effect the registration of Registrable Shares owned by such Series B Investors having an aggregate offering price of at least $3,000,000 (based on the market price or fair value at the time of such request). If the Series B Investors initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request.

(b) The Company shall not be required to effect more than two registrations pursuant to paragraph (a) above; provided , however , that such obligation shall be deemed satisfied only when a Registration Statement covering the applicable Registrable Shares shall have become effective, and then only if such Registration Statement shall not have been withdrawn at the request of the Holders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested).

(c) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), Series B Investors holding in the aggregate at least 20% of the Registrable Shares held by the Series B Investors, or, on or after the three-year anniversary of the Company’s initial public offering, Series A Investors holding an aggregate of at least 20% of the Registrable Shares held by the Series A Investors, may request, in writing, that the

Company effect the registration on Form S-3 (or such successor form) of Registrable Shares having an aggregate offering price (based on the then current public market price) of at least $1,000,000, provided , however , that in no event shall the Company be required to file more than two Registration Statements for the Holders pursuant to this Section 1(c) in any 12-month period.

(d) Upon receipt of any request for registration pursuant to this Section 1, the Company shall promptly give written notice of such proposed registration to all other Shareholders. Such Shareholders shall have the right, by giving written notice to the Company within 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Shareholders may request in such notice of election, subject in the case of an underwritten offering to Section 1(e) below). Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided , however , that in the case of a registration requested under Section 1(c) of this Article IV, the Company will only be obligated to effect such registration on Form S-3 (or any successor form).

(e) If the Holders initiating a registration pursuant to this Section 1 (the “Initiating Holders”) intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 1(d). The right of any other Shareholder to include its Registrable Shares in such registration pursuant to Section 1(a) or (b), as the case may be, shall be conditioned upon such other Shareholder’s participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the inclusion of all of the Registrable Shares requested to be registered under Section 1(a) or (b), as the case may be, would adversely affect the marketing of such Registrable Shares, then (i) Registrable Securities held by the Prior Investors shall first be cut back, with each requesting Prior Investor being cut back in the proportion, as nearly as practicable, that the number of Registrable Shares held by such Prior Investor bears to the number of Registrable Shares held by all of the requesting Prior Investors, and (ii) if further reduction in the number of Registrable Shares is requested by the managing underwriter the