Common use of Right of Deferral Clause in Contracts

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.2: (i) in 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; (ii) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its Shareholders for a Registration Statement to be filed at such time, then the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii) more than once in any 12-month period and provided further, that during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the (i) The Company shall not be obligated to file a Registration Statement Register or qualify Registrable Securities pursuant to this Section 2.22: (i1) 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 Ordinary Shares of the Company other than an Exempt Registration, provided, that the Holders are entitled to join such Registration in accordance with Section 3; (2) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or qualification, or compliance, unless the Company is already subject to service of process in that jurisdiction and except as may be required by such jurisdiction; or (3) with respect to the Securities Act registration on Form F-3 or other applicable law Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States in which States), if Form F-3 or Form S-3 is not available for such offering by the Registration is being effected;Holders. (ii) within six months immediately following the effective date of any Registration Statement pertaining If, after receiving a request from Holders pursuant to the securities of the Company (other than a registration of securities in a Rule 145 transaction Section 2.1 or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excludedSection 2.2 hereof, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser provided during which such filing would be materially detrimental, provided, that the Company shall may not exercise the utilize this right contained in this (x) for a Registration under Section 2.2(c)(iii2.1 for more than ninety (90) days and (y) for a Registration under Section 2.2 for more than sixty (60) days, on any one occasion or more than once in during any twelve (12-) month period and provided period; provided, further, that the Company may not Register any other of its Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).

Right of Deferral. Notwithstanding the foregoing, the (i) The Company shall not be obligated to file a Registration Statement Register or qualify Registrable Securities pursuant to this Section 2.22: (i1) 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 Ordinary Shares of the Company other than an Exempt Registration; provided that the Holders are entitled to join such Registration in accordance with Section 3 (Piggyback Registrations); (2) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or qualification, or compliance, unless the Company is already subject to service of process in that jurisdiction and except as may be required by such jurisdiction; or (3) with respect to the Securities Act registration on Form F-3 or other applicable law Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States in which States), if Form F-3 is not available for such offering by the Registration is being effected;Holders. (ii) within six months immediately following the effective date of any If, after receiving a request from Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) or Section 2.2 (Registration Statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction on Form F-3 or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excludedForm S-3) hereof, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser during which such filing would be materially detrimental, provided that the Company shall may not exercise the utilize this right contained in this (x) for a Registration under Section 2.2(c)(iii2.1 (Registration Other Than on Form F-3 or Form S-3) for more than ninety (90) days and (y) for a Registration under Section 2.2 (Registration on Form F-3 or Form S-3) for more than sixty (60) days, on any one occasion or more than once in during any twelve (12-) month period and period; provided further, further that the Company may not Register any other of its Equity Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.27: (ia) in 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; (iib) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser Holders have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser Holders requested be included in such Registration); or (iiic) if the Company furnishes to the Purchaser those Holders requesting Registration a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its Shareholders for a Registration Statement to be filed at such time, then the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser that Holder provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii7.3(c) more than once in any 12-month period and provided further, that during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.27: (ia) in 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; (iib) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser Holders have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser Holders requested be included in such Registration); or (iiic) if the Company furnishes to the Purchaser those Holders requesting Registration a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously materially detrimental to the Company and its Shareholders shareholders for a Registration Statement to be filed at such time, then the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser that Holder provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii7.3(c) more than once in any 12-month period and provided further, that during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.24: (ia) in 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 Law in a jurisdiction other than the United States in which the Registration is being effected; (iib) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser Holders have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser Holders requested be included in such Registration); or (iiic) if the Company furnishes to the Purchaser those Holders requesting Registration a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously materially detrimental to the Company and its Shareholders for a Registration Statement to be filed at such time, then the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed 60 120 days from the receipt of the request to file the Registration by the Purchaser that Holder provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii4.3(c) more than once in any 12-month period and provided further, that during such 60120-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the (i) The Company shall not be obligated to file a Registration Statement Register or qualify Registrable Securities pursuant to this Section 2.22: (i1) 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 Equity Securities of the Company other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (2) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or qualification, or compliance, unless the Company is already subject to service of process in that jurisdiction and except as may be required by such jurisdiction; or (3) with respect to the Securities Act registration on Form F-3 or other applicable law Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States in which States), if Form F-3 is not available for such offering by the Registration is being effected;Holders. (ii) within six months immediately following the effective date of any Registration Statement pertaining If, after receiving a request from Holders pursuant to the securities of the Company (other than a registration of securities in a Rule 145 transaction Section 2.1 or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excludedSection 2.2 hereof, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser provided during which such filing would be materially detrimental, provided, that the Company shall may not exercise the utilize this right contained in this (x) for a Registration under Section 2.2(c)(iii2.1 for more than ninety (90) days and (y) for a Registration under Section 2.2 for more than sixty (60) days on any one occasion, or more than once in during any twelve (12-) month period and provided period; provided, further, that the Company may not Register any other its Equity Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.28: (ia) in if the Company, within ten days of the receipt of the request of any particular jurisdiction in which Initiating Holder(s), gives notice of its bona fide intention to effect the Company would be required to execute filing of a general consent to service of process in effecting that Registration, qualification, Registration Statement with the Commission (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 comparable regulatory agency for a Registration in a jurisdiction other than the United States States) within 60 days of receipt of that request (other than a registration of securities in which a Rule 145 transaction or an offering, solely to employees), provided that the Company is actively employing in good faith all reasonable efforts to cause that Registration is being effectedStatement to become effective; (iib) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from plan) for which the Registrable Securities of Holders were entitled to the Purchaser have been excluded, with respect to all Registration rights set forth in Section 8 or any portion of the Registrable Securities the Purchaser requested be included in such Registration)Section 9; or (iiic) if the Company furnishes to the Purchaser requesting Registration those Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously materially detrimental to the Company and or its Shareholders shareholders for a Registration Statement to be filed at such timein the near future. In each of the above instances, then the Company’s obligation to use its best efforts to file a Registration Statement in response to the Holders’ request therefor shall be deferred for a period not to exceed 60 120 days from the receipt of the request to file the Registration by the Purchaser such request; provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii) 8.4 more than once in any 12-twelve month period and provided further, that that, in the case of a Company delay pursuant to clause (b) or (c) only, during such 60120-day period the Company shall not file a Registration Statement with respect to a the public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.27: (ia) in 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 Law in a jurisdiction other than the United States in which the Registration is being effected; (iib) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser Holders have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser Holders requested be included in such Registration); or (iiic) if the Company furnishes to the Purchaser those Holders requesting Registration a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously materially detrimental to the Company and its Shareholders for a Registration Statement to be filed at such time, then the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed 60 120 days from the receipt of the request to file the Registration by the Purchaser that Holder provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii7.3(c) more than once in any 12-month period and provided further, that during such 60120-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the i. The Company shall not be obligated to file a Register or qualify the Registrable Securities held by the Investor pursuant to Section 2.1 if (1) 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 filed pursuant to this Section 2.2: 2.1; provided that the Investor is entitled to join such Registration in accordance with Section 3 (iPiggyback Registrations); (2) the aggregate anticipated price to the public of any Registrable Securities proposed to be sold pursuant to such Registration is less than US$50,000,000 (or the equivalent thereof in other currencies); or (3) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or 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; (ii) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser requested be included process in such Registration); orjurisdiction. (iii) if ii. If, after receiving a request from the Investor pursuant to Section 2.1 hereof, the Company furnishes to the Purchaser requesting Registration Investor a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board board of directors of the Company, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser during which such filing would be materially detrimental, provided that the Company shall may not exercise the utilize this right contained in this for a Registration under Section 2.2(c)(iii2.1 for more than sixty (60) days, on any one occasion or more than once in during any twelve (12-) month period and period; provided further, further that the Company may not Register any other of its Equity Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).

Right of Deferral. Notwithstanding the foregoing, the (i) The Company shall not be obligated to file a Registration Statement Register or qualify Registrable Securities pursuant to this Section 2.22: (i1) 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 Ordinary Shares of the Company other than an Exempt Registration, provided, that the Holders are entitled to join such Registration in accordance with Section 3; (2) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or qualification, or compliance, unless the Company is already subject to service of process in that jurisdiction and except as may be required by such jurisdiction; or (3) with respect to the Securities Act registration on Form F-3 or other applicable law Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States States), if Form F-3 or Form S-3 (or any comparable form for Registration in which a jurisdiction other than the Registration United States) (as the case may be) is being effected;not available for such offering by the Holders. (ii) within six months immediately following the effective date of any Registration Statement pertaining If, after receiving a request from Holders pursuant to the securities of the Company (other than a registration of securities in a Rule 145 transaction Section 2.1 or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excludedSection 2.2 hereof, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser provided during which such filing would be materially detrimental, provided, that the Company shall may not exercise the utilize this right contained in this (x) for a Registration under Section 2.2(c)(iii2.1 for more than ninety (90) days and (y) for a Registration under Section 2.2 for more than sixty (60) days, on any one occasion or more than once in during any twelve (12-) month period and provided period; provided, further, that the Company may not Register any other its Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).

Right of Deferral. Notwithstanding the foregoing, the 2.3.1 The Company shall not be obligated to file a Registration Statement Register or qualify Registrable Securities pursuant to this Section 2.22: (i) 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 Ordinary Shares of the Company other than an Exempt Registration (as defined below); provided that the Holders are entitled to join such Registration in accordance with Section 3; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or qualification, or compliance, unless the Company is already subject to service of process in that jurisdiction and except as may be required by such jurisdiction; or (iii) with respect to the Securities Act registration on Form F-3 or other applicable law Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States in which States), if Form F-3 is not available for such offering by the Registration is being effected;Holders. (ii) within six months immediately following the effective date of any Registration Statement pertaining 2.3.2 If, after receiving a request from Holders pursuant to the securities of the Company (other than a registration of securities in a Rule 145 transaction Section 2.1 or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excludedSection 2.2, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser during which such filing would be materially detrimental; provided that the Company shall may not exercise the utilize this right contained in this Section 2.2(c)(iiifor more than ninety (90) days on any one occasion or more than once in during any twelve (12-) month period and provided period; provided, further, that the Company may not Register any other its Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.27: (ia) in 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; (iib) within six 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 Rule 145 transaction or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser Holders have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser Holders requested be included in such Registration); or (iiic) if the Company furnishes to the Purchaser those Holders requesting Registration a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously materially detrimental to the Company and its Shareholders shareholders for a Registration Statement to be filed at such time, then the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed 60 120 days from the receipt of the request to file the Registration by the Purchaser that Holder provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii7.3(c) more than once in any 12-month period and provided further, that during such 60120-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.

Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2.24.1 or 4.2: (ia) in any particular jurisdiction in which during the period starting with the date of filing by the Company would be required of, and ending on a date one hundred eighty (180) days following the effective date of, a Registration Statement pertaining to execute a general consent to service public offering of process in effecting that Registration, qualificationCommon Shares whether for the account of the Company, or complianceon behalf of selling shareholders under any other registration rights agreement; provided that the Holders are entitled to join such Registration pursuant to Section 5, unless such Registration is pursuant to a Rule 145 transaction or an offering solely to employees. (b) if the Company is already subject Company, within ten days of the receipt of the request of any Initiating Holder(s) or Requesting Holder(s), gives notice of its bona fide intention to service in that jurisdiction and except as may be required by effect the Securities Act filing of a Registration Statement with the SEC (or other applicable law comparable regulatory agency for a Registration in a jurisdiction other than the United States States) within 45 days of receipt of that request; provided that the Company is actively employing in which good faith all reasonable efforts to cause that Registration Statement to become effective; provided further that the Holders are entitled to join such Registration pursuant to Section 5, unless such Registration is being effected; (ii) within six months immediately following the effective date of any Registration Statement pertaining pursuant to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect an offering solely to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excluded, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration)employees; or (iiic) if the Company furnishes to the Purchaser requesting Registration Initiating Holders or the Requesting Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously materially detrimental to the Company and or its Shareholders shareholders for a Registration Statement to be filed at such timein the near future. In each of the above instances set forth in (b) or (c) above, then the Company’s obligation to use its reasonable best efforts to file a Registration Statement in response to the Holders’ request therefor shall be deferred for a period not to exceed 60 90 days from the receipt of the request to file the Registration by the Purchaser such request; provided that the Company shall not exercise the right contained in this Section 2.2(c)(iii) more than once in any 12-month period and provided further, that during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company.this

Right of Deferral. Notwithstanding the foregoing, the 2.3.1. The Company shall not be obligated to file a Registration Statement Register or qualify Registrable Securities pursuant to this Section 2.22: (i) 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 Class A Ordinary Shares of the Company other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting that Registration, such Registration or qualification, or compliance, unless the Company is already subject to service of process in that jurisdiction and except as may be required by such jurisdiction; or (iii) with respect to the Securities Act registration on Form F-3 or other applicable law Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States in which States), if Form F-3 is not available for such offering by the Registration is being effected;Holders. (ii) within six months immediately following the effective date of any Registration Statement pertaining 2.3.2. If, after receiving a request from Holders pursuant to the securities of the Company (other than a registration of securities in a Rule 145 transaction Section 2.1 or with respect to an employee benefit plan or a Registration from which the Registrable Securities of the Purchaser have been excludedSection 2.2 hereof, with respect to all or any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) if the Company furnishes to the Purchaser requesting Registration Holders a certificate signed by the President or Chief Executive Officer chief executive officer of the Company stating that that, in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and or its Shareholders members for a Registration Statement to be filed at such timein the near future, then the Company’s obligation Company shall have the right to file a Registration Statement shall be deferred defer such filing for a period not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser during which such filing would be materially detrimental, provided that the Company shall may not exercise the utilize this right contained in this Section 2.2(c)(iii) more than once in during any 12-six- (6-) month period and period; provided further, further that the Company may not Register any other its Securities during such 60-day period the Company shall not file a Registration Statement with respect to a public offering of securities of the Company(except for Exempt Registrations).