Common use of Right of Deferral Clause in Contracts

Right of Deferral. (a) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2, if: (i) within ten (10) days of the receipt of any request of the Initiating Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2, the Company delivers written notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement with the Commission within sixty (60) days of receipt of that 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 as soon as practicable; provided further that the Holders are entitled to join such Registration subject to Section 3; (ii) the receipt of any request of the Initiating 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 securities of the 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). (b) If, after receiving a request from Initialing Holders pursuant to Section 2.1 or Section 2.2 hereof, the Company furnishes to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of a majority of the Board (such majority may, but is not required to, include the affirmative vote of one or more Series A Directors), effecting a Registration at such time would require the Company to make an Adverse Disclosure, then the Company shall have the right to defer such filing for a period not to exceed ninety (90) days from the receipt of any request duly submitted by the Initiating Holders under Section 2.1 or Section 2.2 to Register Registrable Securities; and provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (a) 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, if3.1 or 3.2: (ia) if the Company, within ten (10) 15 days of the receipt of any the request of the Initiating Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2Holder, gives notice of the Company delivers written notice to the Initiating Holders of its Company’s bona fide intention to effect the filing for its own account of a Registration Statement with the Commission within sixty (60) days of receipt of that request or comparable regulatory agency for a Registration in a jurisdiction other than the United States (other than a registration of securities in a transaction under Rule 145 transaction or with respect to an employee benefit plan) within sixty (60) days from the date of the Securities Act receipt of the written request set forth in Sections 3.1 or an offering solely 3.2, then the Company shall have the right to employees), defer the requested Registration for a period of not more than 120 days after receipt of the request of the Holders requesting Registration pursuant to Section 3.1 or Section 3.2; provided that the Company is actively employing may not utilize this right more than once in good faith all reasonable efforts to cause that Registration Statement to become effective as soon as practicable; provided further every 12 month period and that the Holders Company shall not Register any other shares during such 120 days period other than a Registration (A) relating solely to the sale of securities to participants in a Company share incentive plan, (B) pursuant to Rule 145 under the Securities Act, or (C) in which the only Ordinary Shares being registered are entitled to join such Registration subject to Section 3Ordinary Shares issuable upon conversion of debt securities that are also being Registered; (iib) the receipt of any request of the Initiating Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2 is within six one hundred eighty (6180) months immediately following days after the effective date of any Registration Statement pertaining to the securities of the 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 (bc) If, after receiving a request from Initialing Holders pursuant to Section 2.1 or Section 2.2 hereof, if the Company furnishes to the Initiating those Holders a certificate signed by the Chief Executive Officer chief executive officer or chairman of the Board of the Company stating that, that in the good faith judgment of a majority of the Board (such majority may, but is not required to, include it would be seriously detrimental to the affirmative vote of one Company or more Series A Directors), effecting its shareholders for a Registration at such time would require Statement to be filed in the Company to make an Adverse Disclosurenear 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 not to exceed ninety one hundred twenty (90120) days from the receipt of any the request duly submitted to file the registration by the Initiating Holders under Section 2.1 or Section 2.2 to Register Registrable Securitiesthat Holder; and provided, further, that the Company shall not utilize exercise the right to delay a request contained in this right Section 3.6(b) more than once in any twelve (12) month 12)-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. (a) The Notwithstanding anything in this Section 7 to the contrary, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2, if7: (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; (b) if the Company, within ten fifteen (1015) days of the receipt of any the request of the any Series A Initiating Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2Holder(s), the Company delivers written gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement with the Commission within sixty (60) days of receipt of that request or comparable regulatory agency for a Registration in a jurisdiction other than the United States (other than a registration Registration of securities in a transaction under Rule 145 transaction or of securities being offered to the employees of the Securities Act Group Companies pursuant to a stock option, stock purchase or an offering solely similar plan, a registration relating to employeesa corporate reorganization, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Series A Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered), then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders of the Series A Registrable Shares requesting Registration pursuant to Section 7.1(a) or Section 7.2(a), provided that the Company is actively employing may not utilize this right more than once in good faith all reasonable efforts to cause that Registration Statement to become effective as soon as practicable; provided further every twelve (12) month period and that the Company shall not Register any other shares during such twelve (12) month period. Any Registration of Series A Registrable Securities as a result of such efforts shall be deemed to have been initiated by the Company, not by the Series A Initiating Holders are entitled to join such Registration subject to under Section 3; (ii) 7.1(a), and the receipt of any original request of by the Series A Initiating Holders to Register any Registrable Securities shall instead be deemed a request to include the Series A Registrable Securities specified in the request in such Registration under Section 8; (c) if the Company, within fifteen (15) days of the receipt of the request of any Series B Initiating Holder(s), gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission or comparable regulatory agency for a Registration in a jurisdiction other than the United States (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a registration relating to a corporate reorganization, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Series B Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered), then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders of the Series B Registrable Shares requesting Registration pursuant to Section 2.1 7.1(b) or Section 2.2 is 7.2(b), provided that the Company may not utilize this right more than once in every twelve (12) month period and that the Company shall not Register any other shares during such twelve (12) month period. Any Registration of Series B Registrable Securities as a result of such efforts shall be deemed to have been initiated by the Company, not by the Series B Initiating Holders under Section 7.1(b), and the original request by the Series B Initiating Holders to Register Registrable Securities shall instead be deemed a request to include the Series B Registrable Securities specified in the request in such Registration under Section 8; (d) within six one hundred eighty (6180) months days immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration Registration of securities in a transaction under Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration relating to a corporate reorganization, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of any Series A Registrable Securities Act or with respect to an employee benefit planany Series B Registrable Securities, or a Registration in which the only Ordinary Shares being Registered is Ordinary Shares issuable upon conversion of debt securities that are also being Registered).; (be) If, after receiving in the case of a request from Initialing Holders pursuant to proposed Registration under Section 2.1 7.1(a) or Section 2.2 hereof7.2(a), if the Company furnishes to the Series A Initiating Holders a certificate signed by the Chief Executive Officer President of the Company stating that, that in the good faith judgment of a majority of the Board (such majority may, but is not required to, include it would be materially detrimental to the affirmative vote of one or more Series A Directors), effecting Company and its shareholders for a Registration at such time would require Statement to be filed in the Company near future. Then the Company's obligation to make an Adverse Disclosure, then the Company use its commercially reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period not to exceed ninety one hundred twenty (90120) days from the receipt of any the request duly submitted to file the Registration by the Initiating Holders under Section 2.1 or Section 2.2 to Register Registrable Securities; and provided, further, such Holder provided that the Company shall not utilize exercise the right contained in this right Section 7.3(e) more than once in any twelve (12) month periodperiod and provided further, that during such one hundred twenty (120) day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Series A Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered); or (f) in the case of a proposed Registration under Section 7.1(b) or Section 7.2(b), if the Company furnishes to the Series B Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders for a Registration Statement to be filed in the near future. Then the Company's obligation to use its commercially reasonable efforts to file a Registration Statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file the Registration by such Holder provided that the Company shall not exercise the right contained in this Section 7.3(f) more than once in any twelve (12) 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 the public offering of securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Series B Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered).

Right of Deferral. (a) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2, if4.1.3: (i) 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, within ten (10) days Business Days of the receipt of any request of the Initiating Holders Holder to Register any Registrable Securities pursuant to under Section 2.1 4.1(1) or Section 2.24.1(2), the Company delivers written gives notice to the Initiating Holders Holder of its bona fide intention to effect the filing for its own account of a Registration Statement with the Commission in connection with a Qualified Public Offering within sixty (60) days Business Days of receipt of that 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 such Registration Statement is filed within ninety (90) days of receipt of such request and the Company is actively employing in good faith all reasonable efforts to cause that Registration Statement to become effective as soon as practicableeffective; provided further that the Holders are entitled to join such Registration subject to Section 3;or (iiiii) the receipt of any request of the Initiating 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 in connection with a Qualified Public Offering (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan), provided that the Initiating Holders were permitted to register such shares as requested to be registered pursuant to Section 4.2 hereof without reduction by the underwriter thereof. (b) If, after receiving a request from Holder pursuant to Section 4.1(1) or Section 4.1(2), the Company furnishes to the securities Holder a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such deferral is necessary to avoid premature disclosure of a financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would have a materially detrimental effect on the Company, the Company’s obligation to file a Registration Statement shall be deferred for a period not to exceed ninety (90) Business Days from the receipt of any request duly submitted by Holder under Sections 4.1(1) or 4.1(2) to Register Registrable Securities; provided that the Company shall not exercise the right contained in this Sections 4.1(3)(b) more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) Business Day period (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan). (b) If, after receiving a request from Initialing Holders pursuant to Section 2.1 or Section 2.2 hereof, the Company furnishes to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of a majority of the Board (such majority may, but is not required to, include the affirmative vote of one or more Series A Directors), effecting a Registration at such time would require the Company to make an Adverse Disclosure, then the Company shall have the right to defer such filing for a period not to exceed ninety (90) days from the receipt of any request duly submitted by the Initiating Holders under Section 2.1 or Section 2.2 to Register Registrable Securities; and provided, further, that the Company shall not utilize this right more than once in any twelve (12) month period.

Right of Deferral. (a) The Notwithstanding anything in this Section 7 to the contrary, the Company shall not be obligated to Register or qualify Registrable Securities file a Registration Statement pursuant to this Section 2, if7: (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; (b) if the Company, within ten fifteen (1015) days of the receipt of any the request of the any Initiating Holders to Register any Registrable Securities pursuant to Section 2.1 or Section 2.2Holder(s), the Company delivers written gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement with the Commission within sixty (60) days of receipt of that request or comparable regulatory agency for a Registration in a jurisdiction other than the United States (other than a registration Registration of securities in a transaction under Rule 145 transaction or of securities being offered to the employees of the Securities Act Group Companies pursuant to a stock option, stock purchase or an offering solely similar plan, a registration relating to employeesa corporate reorganization, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered), then the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders requesting Registration pursuant to Section 7.1 or Section 7.2, provided that the Company is actively employing may not utilize this right more than once in good faith all reasonable efforts to cause that Registration Statement to become effective as soon as practicable; provided further every twelve (12) month period and that the Company shall not Register any other shares during such twelve (12) month period. Any Registration of Registrable Securities as a result of such efforts shall be deemed to have been initiated by the Company, not by the Initiating Holders are entitled to join such Registration subject to under Section 3; (ii) 7.1, and the receipt of any original request of by the Initiating Holders to Register any Registrable Securities pursuant shall instead be deemed a request to include the Registrable Securities specified in the request in such Registration under Section 2.1 or Section 2.2 is 8; (c) within six one hundred eighty (6180) months days immediately following the effective date of any Registration Statement pertaining to the securities of the Company (other than a registration Registration of securities in a transaction under Rule 145 transaction or of securities being offered to the employees of the Securities Act Group Companies pursuant to a stock option, stock purchase or with respect similar plan, a Registration relating to an employee benefit plana corporate reorganization, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares being Registered is Ordinary Shares issuable upon conversion of debt securities that are also being Registered).; or (bd) If, after receiving a request from Initialing Holders pursuant to Section 2.1 or Section 2.2 hereof, if the Company furnishes to the Initiating those Holders a certificate signed by the Chief Executive Officer President of the Company stating that, that in the good faith judgment of a majority of the Board (such majority may, but is not required to, include it would be materially detrimental to the affirmative vote of one or more Series A Directors), effecting Company and its shareholders for a Registration at such time would require Statement to be filed in the Company near future. Then the Company's obligation to make an Adverse Disclosure, then the Company use its commercially reasonable efforts to file a Registration Statement shall have the right to defer such filing be deferred for a period not to exceed ninety one hundred twenty (90120) days from the receipt of any the request duly submitted to file the Registration by the Initiating Holders under Section 2.1 or Section 2.2 to Register Registrable Securities; and provided, further, that 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 one hundred twenty (120) day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company (other than a Registration of securities in a Rule 145 transaction or of securities being offered to the employees of the Group Companies pursuant to a stock option, stock purchase or similar plan, a Registration on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, or a Registration in which the only Ordinary Shares issuable upon conversion of debt securities that are also being Registered).