Common use of Right of Deferral Clause in Contracts

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten three (103) days Business Days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or4 (other than an Exempt Registration (as defined below)); (2) during the period starting with the date of filing by the Company of, and ending six ninety (690) months days following the effective date of any Registration Statement pertaining filed pursuant to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration Section 2.1 or 2.2 (or subject to Section 2.2 (3.1) hereof other than an Exempt Registration; (3) in any jurisdiction in which the Company would be required to execute a registration general consent to service of securities process in a transaction under Rule 145 effecting such Registration or qualification, unless the Company is already subject to service of the Securities Act or process in such jurisdiction; or (4) with respect to an employee benefit planthe registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 is not available for such offering by the Holders. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed ninety utilize this right for more than sixty (9060) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) 2.3.1 The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or iv) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F 3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than $2,000,000.00. (ii) 2.3.2 If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 2 of this Section 2.1Exhibit: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or 2.1 and Section 2.1(b)2.2 hereof, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.23 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (2ii) during the period starting with the date of filing by the Company of, of and ending six sixty (660) months days in the case of any offering of Ordinary Shares, in each case following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members or shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4 of this Exhibit)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 3; or (other than iii) in any jurisdiction in which the Company would be required to execute a registration general consent to service of securities process in a transaction effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (iv) if the Registrable Securities to be included in the Registration Statement could be sold without restriction under Rule 145 144(b) of the Securities Act within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or with respect to an employee benefit plan)15(d) of the Exchange Act. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a2.1 or sixty (60) or days from the receipt of any request duly submitted by Holders under Section 2.1(b) 2.2 to Register register Registrable Securities; provided, provided further, that the Company may not Register register any other of its Securities during such sixty (60) or ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); providedas the case may be, further, and provided that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.23 (other than an Exempt Registration); or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Companyother than an Exempt Registration; provided, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)3. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed defer such filing for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)Exempt Registrations); provided, provided further, that the Company such deferral right shall not utilize this be applicable to a demand for registration in connection with an initial public offering by the Company. A demand right more than once in any twelve (12) month periodshall not be deemed to have been exercised until such deferred Registration shall have been effected.

Right of Deferral. (i) The Notwithstanding the foregoing, the Company shall not be obligated to Register or qualify Registrable Securities file a registration statement pursuant to this Section 2.16: (1a) ifin the case of Section 6.1 only, if the Company, within ten (10) 10 days of the receipt of any the request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b)Initiating Holders, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission within sixty (60) 60 days of receipt of that request; providedsuch request (other than to a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that such Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; oreffective; (2b) during in the period starting with the date case of filing by the Company ofSection 6.1 only, and ending within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act transaction or with respect to an employee benefit plan).; (iic) Ifin the case of Section 6.1 only, after receiving if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request from the Holders made pursuant to Section 2.1(a6.2; (d) or Section 2.1(b) hereof, if the Company furnishes shall furnish to the such Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board of Directors it would be materially seriously detrimental to the Company or its members stockholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use all reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which not to exceed 90 days from the receipt of the request to file such filing would be materially detrimental, provided, registration by such Holder provided that such deferral by the Company shall not exceed exercise the right contained in this paragraph (c) more than once in any 12 month period; or (e) in the case of Section 6.2, during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days from after the receipt effective date of, a Company-initiated Registration Statement (other than to a Registration of any request duly submitted by the Holders under Section 2.1(a) securities in a Rule 145 transaction or Section 2.1(b) with respect to Register Registrable Securities; providedan employee benefit plan), further, provided that the Company may not Register any other of its Securities during is actively employing in good faith commercially reasonable efforts to cause such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month periodRegistration Statement to become effective.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2 3 (other than an Exempt Registration); (3) in any jurisdiction in which the Company would be required to be qualified to do business or to execute a registration general consent to service of securities process in a transaction under Rule 145 effecting such Registration or qualification, unless the Company is already so qualified or subject to service of the Securities Act or process in such jurisdiction; or (4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$1,000,000. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan; (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b), 2.2 the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common pertaining to Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60sixty(60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of of, any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join the Registration effected pursuant to such Registration Statement subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a the period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than forty-five (45) days on any one occasion or for more than a total of ninety (90) days from the receipt of during any request duly submitted by the Holders under Section 2.1(atwelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.16: (1i) ifIn any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (ii) If, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 6.1 or Section 2.1(b)6.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission within sixty ninety (6090) days of receipt of that request; providedrequest (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; effective, provided, further, that the Holders are entitled to join such Registration (subject to the terms and exemptions of Section 2.27); or (2iii) during the period starting with the date of filing by the Company of, and ending Within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 6.1 or Section 2.1(b) hereof6.2, the Company furnishes to the Holders a certificate signed by the chief executive officer CEO of the Company stating that, in the good faith judgment of the BoardBoard of the Company, it would be materially seriously detrimental to the Company or its members Shareholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use its commercially reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 6.1 or Section 2.1(b) 6.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, provided that the Company shall not utilize exercise the right contained in this right Section 6.3(b) more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction other than the US in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to an employee benefit planthe registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) (as the case may be) is not available for such offering by the Holders. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 2 of this Section 2.1Exhibit: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2 of this Exhibit, the Company gives notice to the Initiating Holders (and, if the FF Investor is an Initiating Holder, to the FF Beneficial Investor) of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable reasonably best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, provided further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 of this Exhibit (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 of this Exhibit (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; or (d) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$2,000,000. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) hereof2.2 of this Exhibit, the Company furnishes to the Holders (and, if the FF Investor is a Holder, to the FF Beneficial Investor) a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.3(iii) of this Exhibit)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to an employee benefit planthe registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) (as the case may be) is not available for such offering by the Holders. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1Clause 12: (1A) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(aClause 12.1(a) or Section 2.1(band Clause 12.1(b), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; orClause 12.2 (other than an Exempt Registration); (2B) during the period starting with the date of filing by the Company of, of and ending six (6) months 180 days following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Clause 12.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (C) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(aClause 12.1(a) or Section 2.1(b) hereofClause 12.1(b), the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members Shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in this Clause 12.1(c)(ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Exempt Registrations contemplated by Section 2.2(dClause 12.2(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty one hundred eighty (60180) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty one hundred eighty (60180) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2 3; (other than a registration of securities in a transaction under Rule 145 of the Securities Act or iii) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if such form is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$5,000,000; or (iv) in any jurisdiction in which the Company would be required to be qualified to do business or execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed ninety utilize this right for more than one hundred eighty (90180) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty one hundred eighty (60180) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty one hundred eighty (60180) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2 3; (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 3) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if such form is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$5,000,000; or (4) in any jurisdiction in which the Company would be required to be qualified to do business or execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed ninety utilize this right for more than one hundred eighty (90180) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days Business Days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to an employee benefit planthe registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) (as the case may be) is not available for such offering by the Holders. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 3; or (other than iii) in any jurisdiction in which the Company would be required to execute a registration general consent to service of securities process in a transaction under Rule 145 effecting such Registration or qualification, unless the Company is already subject to service of the Securities Act or with respect to an employee benefit plan)process in such jurisdiction. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a2.1 or sixty (60) or days from the receipt of any request duly submitted by Holders under Section 2.1(b) 2.2 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such sixty (60) or ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); providedas the case may be, further, and provided that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to an employee benefit planthe registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) (as the case may be) is not available for such offering by the Holders. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).3; or (iiiii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (b) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a2.1 or sixty (60) or days from the receipt of any request duly submitted by Holders under Section 2.1(b) 2.2 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such sixty (60) or ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); providedas the case may be, further, and provided that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Notwithstanding the foregoing, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2.13: (1i) ifif the Company, within ten (10) days of the receipt of any the request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b)from Holders, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission subject to Section 4 hereof within sixty (60) 60 days of receipt of that request; providedsuch request (other than to a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that such Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; oreffective; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months within 120 days immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act transaction or with respect to an employee benefit plan).; or (iib) IfNotwithstanding the foregoing, after receiving the Company shall not be obligated to file a request from the Holders Registration Statement pursuant to Section 2.1(a) or Section 2.1(b) hereof, 3 if the Company furnishes shall furnish to the requesting Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board of Directors it would be materially seriously detrimental to the Company or its members stockholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use all reasonable best efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) 120 days from the receipt of any the request duly submitted to file such registration by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securitiessuch Holders; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, furtherhowever, that the Company shall not utilize this right exercise the deferral rights contained in these Sections 3.3(a)(i) and 3.3(b) more than once in any twelve (12) -month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common pertaining to Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of of, any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join the Registration effected pursuant to such Registration Statement subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a the period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than forty-five (45) days on any one occasion or for more than a total of ninety (90) days from the receipt of during any request duly submitted by the Holders under Section 2.1(atwelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Class B Ordinary Shares within sixty ninety (6090) days of receipt of that request; provided, that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty ninety (6090) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration (as defined below)); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Class B Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$10,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (iA) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (2) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 request (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause that Registration Statement to become effective; or (3) within six (6) months immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration of securities in a transaction (a) under Rule 145 of the Securities Act (or comparable provision under the Laws of another jurisdiction, as applicable) or (b) with respect to an employee a Company benefit planplan or under Form S-8 or Form F-8 or similar or successor registration statement). (iiB) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) hereof2.2, the Company furnishes to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the BoardBoard of the Company, it would be materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use its commercially reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, provided that the Company shall not utilize exercise the right contained in this right Section 2.3(b) more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).3; or (iiiii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (b) If, after receiving a request from the Holders any Holder pursuant to Section 2.1(a) Sections 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders any Holder under Section 2.1(a2.1 or sixty (60) or days from the receipt of any request duly submitted by any Holder under Section 2.1(b) 2.2 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such sixty (60) or ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); providedas the case may be, further, and provided that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common the Class A Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.22.2 (other than an Exempt Registration); or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Class A Ordinary Shares of the Companyother than an Exempt Registration; provided, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).2.2; (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other Equity Securities of its Securities the Company during such ninety (90) day 90)-day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.110.01: (1) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (2) if, within ten (10) days of the receipt of any request of the Holders Initiating Holder to Register any Registrable Securities under Section 2.1(a10.01(a) or Section 2.1(b10.01(b), the Company gives notice to the Initiating Holders Holder of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission within sixty (60) days of receipt of that request; providedrequest (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2effective; or (23) during the period starting with the date of filing by the Company of, and ending within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (ii) Ifif, after receiving a request from the Holders Initiating Holder pursuant to Section 2.1(a10.01(a) or Section 2.1(b) hereof10.01(b), the Company furnishes to the Holders Initiating Holder a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially seriously detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use its commercially reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) 120 days from the receipt of any request duly submitted by the Holders Initiating Holder under Section 2.1(a10.01(a) or Section 2.1(b10.01(b) to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, provided that the Company shall not utilize exercise the right contained in this right Section 10.1(c)(ii) more than once twice in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$2,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12 or 3, if: (1i) if, within ten fifteen (1015) days of the receipt of any request of the Initiating Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission within sixty ninety (6090) days of receipt of that requestrequest (other than a registration of securities described in clauses (i), (ii) or (iii) of Section 3.4); provided, provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty as soon as practicable; (60ii) days in the case of a request of the initial filing; provided, further, that the Holders are entitled to join such Registration subject Register any Registrable Securities pursuant to Section 2.2; or (2) during the period starting with the date of filing by the Company of, and ending within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities described in clauses (i), (ii) or (iii) of Section 3.4); (iii) the Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by Law to be publicly disclosed; or (iv) in effecting such Registration or qualification, the Company would be required to execute a transaction under Rule 145 general consent to service of process in any jurisdiction, unless the Securities Act or with respect Company is already subject to an employee benefit plan)service of process in such jurisdiction. (iib) If, after receiving a request from the Holders any Holder pursuant to Section 2.1(a) 2 or Section 2.1(b) hereof3, the Company furnishes to the Holders Holder a certificate signed by the chief a duly authorized executive officer of the Company stating that, in the good faith judgment of the BoardBoard of Directors, there is a reasonable likelihood that it would be materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, ; provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders any Holder under Section 2.1(a) 2 or Section 2.1(b) 3 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize this right more than once twice in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration (as defined below)); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the US), if Form F-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$2,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) (as the case may be) is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$50,000,000. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; or Shareholders Agreement (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 (other than a registration service of securities process in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration (as defined below)); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$2,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.19: (1i) if, within ten (10) days Business Days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b)9.1, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.210 (other than an Exempt Registration); or (2ii) during the period starting with the date of filing by the Company (as estimated by the Company in good faith) of, and ending six (6) months following the effective date of of, any Registration Statement pertaining to the Common Shares of the Companyother than an Exempt Registration; provided, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)10. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) 9.1 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed defer such filing for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than twice during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company . A demand right shall not utilize this right more than once in any twelve (12) month periodbe deemed to have been exercised until such deferred Registration shall have been effected.

Right of Deferral. (a) the Company shall be entitled to postpone or suspend, for a reasonable period of time, the filing, effectiveness or use of, or trading under, any registration statement as requested by the Initiating Holders pursuant to Section 12.1(1) or 12.1(2), if the Company shall determine that any such filing or the sale of any securities pursuant to such registration statement would in the good faith judgment of the Board: (i) The Company shall not be obligated to Register materially impede, delay or qualify Registrable Securities pursuant to this Section 2.1: (1) ifinterfere with any material pending or proposed financing, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) acquisition, corporate reorganization or Section 2.1(b), other similar transaction involving the Company gives notice to for which the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2Board has authorized negotiations; or (2ii) during require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the period starting with the date interests of filing by the Company ofand its shareholders; provided, however that during any such period all executive officers and ending six directors of the Company are also prohibited from selling securities of the Company (6) months following the effective date or any security of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act ’s Subsidiaries or with respect to an employee benefit planAffiliates).; (iib) Ifif, after receiving a request from the Initiating Holders pursuant to Section 2.1(a12.1(1) or Section 2.1(b) hereof12.1(2), the Company furnishes to the Holders each Initiating Holder a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the BoardBoard of the Company, it would be materially seriously detrimental to the Company or its members shareholders for a Registration Statement registration statement to be filed in the near future, then the Company Company’s obligation to use its commercially reasonable efforts to file a registration statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) days from the receipt of any request duly submitted by the Initiating Holders under Section 2.1(a12.1(1) or Section 2.1(b12.1(2) to Register register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, provided that the Company shall not utilize exercise the right contained in this right Section 12.1(3)(b) more than once in any twelve (12) month period; and provided further that the Company shall not register any securities of the Company for the account of itself or any other shareholder during such ninety (90) day period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. Notwithstanding anything to the contrary in this Section 5.1: (i1) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this any of the provisions of Section 2.1: (15.1(a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following month period preceding the effective date of such request, the Company has either (i) already effected a Registration under any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such provisions of Section 5.1(a) or Section 5.1(b) or (ii) already affected a Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had an opportunity to participate pursuant to the provisions of Section 5.2 and no Registrable Securities of the Holders were excluded from such Registration pursuant to the provisions of Section 5.2(c). (ii2) If, after receiving a request from the Holders The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 2.1(a5.1(b) if, within the six (6) month period preceding the date of such request, the Company has already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had an opportunity to participate pursuant to the provisions of Section 5.2 and no Registrable Securities of the Holders were excluded from such Registration pursuant to the provisions of Section 5.2(c). Shareholders Agreement (3) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 5.1(a) or Section 2.1(b5.1(b) hereof, if the Company furnishes shall furnish to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be materially detrimental to the Company or and its members shareholders for a Registration Statement to be filed in the near future. Following delivery of such certificate, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a5.1(a) or Section 2.1(b5.1(b) to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, furtherhowever, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register file a Registration Statement or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of of, any Registration Statement pertaining to the Common Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 3; or (other than a registration iii) after September 30th of securities any year if any interim financial statements shall be required to be included in a transaction such Registration Statement and such interim financial statements are not available or such Registration Statement is required to be filed under Rule 145 of the Securities Act or with respect to an employee benefit plan)this Agreement before such interim financial statements can be reasonably produced. (iib) If, after receiving a request from the Initiating Holders pursuant to Section 2.1(a) or Section 2.1(b) 2.1 hereof, the Company furnishes to the Holders Holder a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) or Section 2.1(b) 2.1 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such ninety (90) -day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Notwithstanding the foregoing, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), if no Registration Statement has been filed previously and the Company gives notice to is in the Initiating Holders process of its bona fide intention to effect the filing for its own account of preparing a Registration Statement of Common Shares and in good faith determines that such Registration Statement will be filed within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or (2) during the period starting with from the date of filing by the Company ofreceipt of the written request set forth in Section 2.1; (b) if a Registration Statement had been filed previously, and ending six within one hundred eighty (6180) months following days after the effective date of of, any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act transaction or with respect to an employee benefit planplan or a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities, the Holders requested to be included in such registration) pursuant to the provisions of Section 2.5(d) and 3.2(b).); or (iic) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, if the Company furnishes to the those Holders a certificate signed by the chief executive officer of the Company stating that, that in the good faith judgment of the Board, Board it would be materially seriously detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use its best efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety one hundred twenty (90120) days from the receipt of any the request duly submitted to file the registration by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securitiesthat Holder; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize exercise the right to delay a request contained in this right Section 2.3(b) more than once in any twelve nine (12) month 9)-month period, and provided further, that during such one hundred twenty (120)-day period, the Company shall not file a Registration Statement with respect to any public offering of securities of the Company.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities Shares pursuant to this Section 2.1clause 2.3: (1a) if, within ten five (105) days of the receipt of any request of the Holders a Demand Notice or a Shelf Notice from a Registrable Holder to Register any Registrable Securities Shares under Section 2.1(a) clauses 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders Registrable Holder of its bona fide intention to effect the filing file a Registration Statement of Shares for its own account of a Registration Statement of Common Shares within sixty thirty (6030) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective i) within ten (10) days following the filing of the relevant Registration Statement if the SEC staff declares that it will not review such Registration Statement; or ii) within sixty (60) days following the filing of the initial filingrelevant Registration Statement if the SEC staff reviews such Registration Statement; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2Statement shall register the Registrable Shares set forth in the Demand Notice or Shelf Notice; or (2b) during the period starting with the date of filing by the Company of, and ending six (6) months 90 days following the effective date of any Registration Statement pertaining to the Common Shares of the Company; other than an Exempt Registration, provided, that the Registrable Holders are entitled shall be given the opportunity to join register their Registrable Shares requested to be included in the offering pursuant to such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable SecuritiesStatement; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.or

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 2 of this Section 2.1Exhibit: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2 hereof, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion (except for Registration on Form F-3 or Form S-3, which shall be sixty (60) days) or Section 2.1(bfor more than once during any twelve (12) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4 of this Exhibit)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.23; or3 Shareholders Agreement (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).3; or (iiiii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (b) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a2.1 or sixty (60) or days from the receipt of any request duly submitted by Holders under Section 2.1(b) 2.2 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such sixty (60) or ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); providedas the case may be, further, and provided that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1Paragraph 2 of this Schedule 2: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(aParagraph 2(a) or Section 2.1(b)Paragraph 2(b) of this Schedule 2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; orParagraph 3 of Schedule 2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Paragraph 3 of Schedule 2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(aParagraph 2(a) or Section 2.1(bParagraph 2(b) hereofof this Schedule 2, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion (except for Registration on Form F-3 or Form S-3, which shall be sixty (60) days) or Section 2.1(bfor more than once during any twelve (12) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dParagraph 3(d) of this Schedule 2)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Notwithstanding the foregoing, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2.16: (1i) ifif the Company, within ten (10) days of the receipt of any the request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b)from Holders, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission subject to Section 7 hereof within sixty (60) 60 days of receipt of that request; providedsuch request (other than to a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that such Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; oreffective; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months within 120 days immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act transaction or with respect to an employee benefit plan).; or (iib) IfNotwithstanding the foregoing, after receiving the Company shall not be obligated to file a request from the Holders Registration Statement pursuant to Section 2.1(a) 5 or Section 2.1(b) hereof, 6 if the Company furnishes shall furnish to the requesting Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board of Directors it would be materially seriously detrimental to the Company or its members stockholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use all reasonable best efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimentalnot to exceed (i) six months with respect to a demand pursuant to Section 5, providedand (ii) 120 days with respect to a demand pursuant to Section 6, that such deferral by the Company shall not exceed ninety (90) days from the receipt of any the request duly submitted to file such registration by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securitiessuch Holders; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, furtherhowever, that the Company shall not utilize this right exercise the deferral rights contained in these Sections 6.3(a)(i) and 6.3(b) more than once in any twelve (12) -month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.23; or (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety one hundred twenty (90120) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety one hundred twenty (90120) day period (except for Registrations contemplated by Section 2.2(d)3.4); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12, if: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under pursuant to Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives delivers written notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission within sixty (60) days of receipt of that request; providedrequest (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2as soon as practicable; or (2ii) during the period starting with receipt of any request of the date of filing by the Company of, and ending Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2 is within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be seriously and materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially seriously detrimental, provided, provided that such deferral by the Company shall not exceed ninety sixty (9060) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, furtherhowever, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2 hereof, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the CompanyShares; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4 of this Exhibit)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.23; or (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1Clause 2, if: (1i) if, within ten (10) days of during the receipt of any request of period starting with the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within date sixty (60) days prior to the Company’s good faith estimate of receipt the date of that request; providedthe filing of, and ending on one hundred eighty (180) days following the effective date of, a Company-initiated Registration with the Commission (other than a Registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; oras soon as practicable; (2ii) during the period starting with the date receipt of filing by the Company of, and ending any request of any Holder to Register any Registrable Securities pursuant to Clause 2 is within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration Registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) Clause 2.1 or Section 2.1(b) Clause 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be seriously and materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially seriously detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) Clause 2.1 or Section 2.1(b) Clause 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, furtherhowever, that the Company shall not utilize this right more than once in any twelve (12) month period. A demand right under this Clause 2 shall not be deemed to have been exercised until such deferred Registration shall have been effected.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Companyother than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; or (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 (other than a registration service of securities process in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty ninety (6090) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty ninety (6090) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F 3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than $500,000. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Notwithstanding the foregoing, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2.17: (1a) ifin any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, qualification, or compliance, unless the Company is already subject to service in that jurisdiction and except as may be required by the Securities Act or other applicable law in a jurisdiction other than the United States in which the Registration is being effected; (b) if the Company, within ten (10) days of the receipt of any the request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(bInitiating Holder(s), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission or comparable regulatory agency for a Registration in a jurisdiction other than the United States within sixty (60) 60 days of receipt of that request; providedrequest (other than a registration of securities in a Rule 145 transaction or an offering, solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days effective. Any Registration of Registrable Securities consequent to such efforts shall be deemed to have been initiated by the initial filing; providedCompany, furthernot by the Initiating Holders under Section 7.1, that and the original request by the Initiating Holders are entitled to join Register Registrable Securities shall instead be deemed a request to include the Registrable Securities specified in the request in such Registration subject to under Section 2.2; or8; (2c) during the period starting with the date of filing by the Company of, and ending within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act transaction or with respect to an employee benefit plan).; or (iid) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, if the Company furnishes to the those Holders a certificate signed by the chief executive officer President of the Company stating that, that in the good faith judgment of the Board, Board it would be materially seriously detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use its best efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) 60 days from the receipt of any the request duly submitted to file the Registration by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, Holder provided that the Company shall not utilize exercise the right contained in this right Section 7.3(d) more than once in any twelve (12) month periodperiod and provided further, that during such 60 day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2 or Section 2.1(b)2.1, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2 or Section 2.1(b) 2.1 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.17.3: (1i) if, within ten (10) 10 days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 7.1 or Section 2.1(b)7.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) 60 days of receipt of that request; provided, provided that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty (60) 60 days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; orin accordance with Article VIII (other than an Exempt Registration (as defined below)); (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of of, any Registration Statement pertaining to the Common Ordinary Shares of the Companyother than an Exempt Registration; provided, provided that the Holders are entitled to join such Registration in accordance with Article VIII; (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or iv) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public, net of Selling Expenses, of less than US$10,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 7.1 or Section 2.1(b) 7.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, ; provided that such deferral by the Company shall not exceed ninety (90) utilize this right for more than 120 days from the receipt of on any request duly submitted by the Holders under Section 2.1(a) one occasion or Section 2.1(b) to Register Registrable Securities; provided, further, that the Company may not Register more than once during any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d))12 month period; provided, further, that the Company shall not utilize this right more than once in Register any twelve other securities during such period (12) month periodexcept for Exempt Registrations).

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b)2.1, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) 2.1 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (iA) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (2) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 request (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause that Registration Statement to become effective; or (3) within six (6) months immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration of securities in a transaction (a) under Rule 145 of the Securities Act (or comparable provision under the Laws of another jurisdiction, as applicable) or (b) with respect to an employee a Company benefit planplan or under Form S-8 or Form F-8 or similar or successor registration statement). (iiB) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) hereof2.2, the Company furnishes to the Holders a certificate signed by the chief executive officer Chief Executive Officer of the Company stating that, in the good faith judgment of the BoardBoard of the Company, it would be materially detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company Company’s obligation to use its commercially reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, provided that the Company shall not utilize exercise the right contained in this right Section 2.3(B) more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.111.2: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a11.2(a) or Section 2.1(b)11.2(b) hereof, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or11.3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 11.3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a11.2(a) or Section 2.1(b11.2(b) hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion (except for Registration on Form F-3 or Form S-3, which shall be sixty (60) days) or Section 2.1(bfor more than once during any twelve (12) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d11.3(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.13.1: (1A) if, within ten (10) days of the receipt of any request of the Holders Investor to Register any Registrable Securities under Section 2.1(a3.1(a) or Section 2.1(b3.1(b), the Company gives notice to the Initiating Holders Investor of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are Investor is entitled to join such Registration subject to in accordance with Section 2.2; or3.2 (other than an Exempt Registration); (2B) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are Investor is entitled to join such Registration subject to in accordance with Section 2.2 3.2 (other than an Exempt Registration); (C) in any jurisdiction in which the Company would be required to be qualified to do business or to execute a registration general consent to service of securities process in a transaction under Rule 145 effecting such Registration or qualification, unless the Company is already so qualified or subject to service of the Securities Act or process in such jurisdiction; or (D) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States in which the Company’s securities are listed), if Form F-3 is not available for such offering by Investor, or if Investor, together with the holders of any other securities of the Company entitled to inclusion in such registration, proposes to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$3,000,000. (ii) If, after receiving a request from the Holders Investor pursuant to Section 2.1(a3.1(a) or Section 2.1(b3.1(b) hereof, the Company furnishes to the Holders Investor a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission within sixty forty-five (6045) days of receipt of that request; providedrequest (other than a registration of securities in a transaction under Rule 145 of the Securities Act or an offering solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty forty-five (6045) days of the initial filing; provided, further, that filing and the Holders are entitled permitted to join include their Registrable Securities in such Registration subject offering pursuant to Section 2.23 without reduction or limitation; or (2ii) during the period starting with the date of filing by the Company of, and ending six within three (63) months immediately following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be seriously and materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially seriously detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, furtherhowever, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its commercially reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration (as defined below)); (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Companyother than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or 4) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public, net of Selling Expenses, of less than US$2,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed ninety utilize this right for more than one hundred and twenty (90120) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days Business Days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of upon receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days upon receipt of the initial filingthat request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; or (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 (other than a registration service of securities process in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)such jurisdiction. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period (the “Deferral Period”) during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(a) one occasion or Section 2.1(b) to Register Registrable Securitiesmore than once during any twelve (12)-month period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month periodDeferral Period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, provided that the Holders are entitled to join such Registration in accordance with Section 3; (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or iv) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the U.S.), if Form F-3 or Form S-3 is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than US$[***]. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) hereof2.2, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(a) one occasion or Section 2.1(b) to Register Registrable Securitiesmore than once during any twelve (12)-month period; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of of, any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).3; or (iiiii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (b) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); provided, furtherhowever, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2 or Section 2.1(b)2.1, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares Ordinary Equity Interests within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares Ordinary Equity Interests of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan); or (c) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2 or Section 2.1(b) 2.1 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d3.4)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.23; or (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)3. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety one hundred twenty (90120) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 2.1 or Section 2.1(b) 2.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety one hundred twenty (90120) day period (except for Registrations contemplated by Section 2.2(d)3.4); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities for sale and distribution pursuant to this Section 2.110: (1a) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 10.1 or Section 2.1(b)10.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, that the Holders are entitled to join such Registration subject to Section 2.2; or11; (2b) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany filed pursuant to this Agreement, including without limitation Section 11; providedor (c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting the proposed Registration or qualification, that unless the Holders are entitled to join such Registration Company is already subject to Section 2.2 (other than a registration of securities service in a transaction under Rule 145 of such jurisdiction and except as may be required by the Securities Act or with respect to an employee benefit plan)Act. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 10.1 or Section 2.1(b) 10.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) 10.1 or Section 2.1(b) 10.2 to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)11.4); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to Section 2 of this Section 2.1Exhibit: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or 2.1 and Section 2.1(b)2.2 hereof, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to Section 2.23 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or, following the closing of the Company’s IPO, with respect to an employee benefit plan); or (2ii) during the period starting with the date of filing by the Company of, of and ending six one-hundred and eighty (6180) months days in the case of the Company’s IPO and sixty (60) days in the case of any other offering of Ordinary Shares, in each case following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 3 hereof (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by that the Company shall may not exceed utilize this right and/or the deferral right contained in this clause (ii) for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or for more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by clause (b) of Section 2.2(d3.4 of this Exhibit)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1: 2: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided, provided that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided, further, provided further that the Holders are entitled to join such Registration subject to Section 2.2; or3; (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided, provided that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).3; or (iiiii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; (b) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood that it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, provided that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a2.1 or sixty (60) or days from the receipt of any request duly submitted by Holders under Section 2.1(b) 2.2 to Register Registrable Securities; provided, provided further, that the Company may not Register any other of its Securities during such sixty (60) or ninety (90) day period (except for Registrations contemplated by Section 2.2(d)3.4); providedas the case may be, further, and provided that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (ia) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2ii) during the period starting with the date of filing by the Company of, and ending six (6) months following following, the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 service of process in such jurisdiction; or (other than a registration of securities in a transaction under Rule 145 of the Securities Act or iv) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an employee benefit plan)aggregate price to the public of less than USD1,000,000. (iib) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near futureat such time, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Equity Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Notwithstanding the foregoing, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2.17: (1a) ifin any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, qualification, or compliance, unless the Company is already subject to service in that jurisdiction and except as may be required by the Securities Act or other applicable law in a jurisdiction other than the United States in which the Registration is being effected; (b) if the Company, within ten (10) days of the receipt of any the request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(bInitiating Holder(s), the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares with the Commission or comparable regulatory agency for a Registration in a jurisdiction other than the United States within sixty (60) 60 days of receipt of that request; providedrequest (other than a registration of securities in a Rule 145 transaction or an offering, solely to employees), provided that the Company is actively employing in good faith its all reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days effective. Any Registration of Registrable Securities consequent to such efforts shall be deemed to have been initiated by the initial filing; providedCompany, furthernot by the Initiating Holders under Section 7.1, that and the original request by the Initiating Holders are entitled to join Register Registrable Securities shall instead be deemed a request to include the Registrable Securities specified in the request in such Registration subject to under Section 2.2; or8; (2c) during the period starting with the date of filing by the Company of, and ending within six (6) months immediately following the effective date of any Registration Statement pertaining to the Common Shares securities of the Company; provided, that the Holders are entitled to join such Registration subject to Section 2.2 Company (other than a registration of securities in a transaction under Rule 145 of the Securities Act transaction or with respect to an employee benefit plan).; or (iid) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, if the Company furnishes to the those Holders a certificate signed by the chief executive officer President of the Company stating that, that in the good faith judgment of the Board, Board it would be materially seriously detrimental to the Company or its members shareholders for a Registration Statement to be filed in the near future, then the Company Company's obligation to use its best efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall not to exceed ninety (90) 60 days from the receipt of any the request duly submitted to file the Registration by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securities; provided, further, that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d)); provided, further, Holder provided that the Company shall not utilize exercise the right contained in this right Section 7.3(d) more than once in any twelve (12) month periodperiod and provided further, that during such 60 day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company.

Right of Deferral. (i) The Cayman Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Cayman Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty ninety (6090) days of receipt of that request; provided, that the Cayman Company is actively employing in good faith its reasonable reasonably best efforts to cause that Registration Statement to become effective within sixty ninety (6090) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.2; or3 (other than an Exempt Registration); (2) during the period starting with the date of filing by the Cayman Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the Cayman Company; provided, that the Holders are entitled to join such Registration in accordance with Section 3 other than an Exempt Registration; or (3) in any jurisdiction in which the Cayman Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Cayman Company is already subject to Section 2.2 (other than a registration service of securities process in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)such jurisdiction. (ii) If, after receiving a request from the Holders Investor pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Cayman Company furnishes to the Holders a certificate signed by the chief executive officer of the Cayman Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Cayman Company or its members for a Registration Statement to be filed in the near future, then the Cayman Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Cayman Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Cayman Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.12: (1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) 2.1 or Section 2.1(b)2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filingreceipt of that request; provided, further, that the Holders are entitled to join such Registration subject to in accordance with Section 2.23 (other than an Exempt Registration); orShareholders Agreement 12 (2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Ordinary Shares of the CompanyCompany other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; or (3) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to Section 2.2 (other than a registration service of securities process in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan)such jurisdiction. (ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) 2.1 or Section 2.1(b) 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that such deferral by the Company shall may not exceed utilize this right for more than ninety (90) days from the receipt of on any request duly submitted by the Holders under Section 2.1(aone occasion or more than once during any twelve (12) or Section 2.1(b) to Register Registrable Securitiesmonth period; provided, further, that the Company may not Register any other of its Securities securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(dExempt Registrations)); provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.