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) 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 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 (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 Form F-3 is not available for such offering by the Holders. (ii) 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 on Form F-3 or Form S-3) 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (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 during any twelve (12) month period; provided further that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2: (1) 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 Ordinary Shares of the Company other than an Exempt Registration; provided , provided, that the Holders are entitled to join such Registration in accordance with Section 3 (Piggyback Registrations)3; (2) 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 (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 Form F-3 or Form S-3 is not available for such offering by the Holders. (ii) If, after receiving a request from Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) 2.1 or Section 2.2 (Registration on Form F-3 or Form S-3) 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (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 during any twelve (12) month period; provided further provided, further, that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

Right of Deferral. Notwithstanding anything to the contrary in this Section 2.1: (1) The Company shall not be obligated to Register or qualify Registrable Securities for an Underwritten Offering pursuant to any of the provisions of Section 2.1 if, (x) within the six (6) month period preceding the date of such request, the Company has either (i) already effected a Registration for an Underwritten Offering under any of the provisions of Section 2.1 or (ii) 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 2.2 and no Registrable Securities of the Holders were excluded from such Registration pursuant to the provisions of Section 2.2(c), or (y) within the three (3) month period preceding the date of such request, the Company has already effected a Registration other than an Underwritten Offering under any of the provisions of Section 2.1. (2) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2: (1) during the period starting with the date of filing by 2.1 if 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 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 (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 Form F-3 is not available for such offering by the Holders. (ii) 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 on Form F-3 or Form S-3) hereof, 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (Registration Other Than on Form F-3 or Form S-3) for more than to exceed ninety (90) days and (y) for a Registration from the receipt of any request duly submitted by Holders under Section 2.2 (Registration on Form F-3 2.1 or Form S-3) for more than sixty (60) daysto Register Registrable Securities; provided, on any one occasion or however, that the Company shall not utilize this right more than once during in any twelve (12) month period; provided further that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

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 22.2: (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 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); (2i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration that Registration, qualification, or qualificationcompliance, unless the Company is already subject to service of process in such jurisdiction; or (3) with respect to that jurisdiction and except as may be required by the registration on Form F-3 Securities Act or Form S-3 (or any comparable form for Registration other applicable law in a jurisdiction other than the United States), if Form F-3 States in which the Registration is not available for such offering by the Holders.being effected; (ii) Ifwithin 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, after receiving a request from Holders pursuant with respect to Section 2.1(Registration Other Than on Form F-3 all or Form S-3any portion of the Registrable Securities the Purchaser requested be included in such Registration); or (iii) or Section 2.2 (Registration on Form F-3 or Form S-3) hereof, if the Company furnishes to the Holders Purchaser requesting Registration a certificate signed by the chief executive officer President or 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 and its members Shareholders for a Registration Statement to be filed in the near futureat such time, then the Company Company’s obligation 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, not to exceed 60 days from the receipt of the request to file the Registration by the Purchaser provided that the Company may shall not utilize exercise the right contained in this right (xSection 2.2(c)(iii) for a Registration under Section 2.1 (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 any 12-month period and provided further, that during any twelve (12) month period; provided further that such 60-day period the Company may shall not Register any other file a Registration Statement with respect to a public offering of its Equity Securities during such period (except for Exempt Registrations)securities of the Company.

Right of Deferral. (i) i. The Company shall not be obligated to Register or qualify the Registrable Securities held by the Investor pursuant to this Section 2: 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 pertaining filed pursuant to Ordinary Shares of the Company other than an Exempt RegistrationSection 2.1; provided that the Holders are Investor is entitled to join such Registration in accordance with Section 3 (Piggyback 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 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 (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 Form F-3 is not available for such offering by the Holders. (ii) . If, after receiving a request from Holders the Investor pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) or Section 2.2 (Registration on Form F-3 or Form S-3) 2.1 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 Boardboard of directors of the Company, 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (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 during any twelve (12) month period; provided further that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

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 27: (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 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); (2a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration that Registration, qualification, or qualificationcompliance, unless the Company is already subject to service of process in such jurisdiction; or (3) with respect to that jurisdiction and except as may be required by the registration on Form F-3 Securities Act or Form S-3 (or any comparable form for Registration other applicable law in a jurisdiction other than the United States), if Form F-3 States in which the Registration is not available for such offering by the Holders.being effected; (iib) Ifwithin 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 Holders have been excluded, after receiving a request from with respect to all or any portion of the Registrable Securities the Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3requested be included in such Registration); or (c) or Section 2.2 (Registration on Form F-3 or Form S-3) hereof, if the Company furnishes to the those Holders requesting Registration a certificate signed by the chief executive officer President or 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 and its members Shareholders for a Registration Statement to be filed in the near futureat such time, then the Company Company’s obligation 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, not to exceed 60 days from the receipt of the request to file the Registration by that Holder provided that the Company may shall not utilize exercise the right contained in this right (xSection 7.3(c) for a Registration under Section 2.1 (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 any 12-month period and provided further, that during any twelve (12) month period; provided further that such 60-day period the Company may shall not Register any other file a Registration Statement with respect to a public offering of its Equity Securities during such period (except for Exempt Registrations)securities of the Company.

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 27: (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 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); (2a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration that Registration, qualification, or qualificationcompliance, unless the Company is already subject to service of process in such jurisdiction; or (3) with respect to that jurisdiction and except as may be required by the registration on Form F-3 Securities Act or Form S-3 (or any comparable form for Registration other applicable Law in a jurisdiction other than the United States), if Form F-3 States in which the Registration is not available for such offering by the Holders.being effected; (iib) Ifwithin 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 Holders have been excluded, after receiving a request from with respect to all or any portion of the Registrable Securities the Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3requested be included in such Registration); or (c) or Section 2.2 (Registration on Form F-3 or Form S-3) hereof, if the Company furnishes to the those Holders requesting Registration a certificate signed by the chief executive officer President or Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board it would be materially detrimental to the Company or and its members Shareholders for a Registration Statement to be filed in the near futureat such time, then the Company Company’s obligation 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, not to exceed 120 days from the receipt of the request to file the Registration by that Holder provided that the Company may shall not utilize exercise the right contained in this right (xSection 7.3(c) for a Registration under Section 2.1 (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 any 12-month period and provided further, that during any twelve (12) month period; provided further that such 120-day period the Company may shall not Register any other file a Registration Statement with respect to a public offering of its Equity Securities during such period (except for Exempt Registrations)securities of the Company.

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 24: (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 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); (2a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration that Registration, qualification, or qualificationcompliance, unless the Company is already subject to service of process in such jurisdiction; or (3) with respect to that jurisdiction and except as may be required by the registration on Form F-3 Securities Act or Form S-3 (or any comparable form for Registration other applicable Law in a jurisdiction other than the United States), if Form F-3 States in which the Registration is not available for such offering by the Holders.being effected; (iib) Ifwithin 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 Holders have been excluded, after receiving a request from with respect to all or any portion of the Registrable Securities the Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3requested be included in such Registration); or (c) or Section 2.2 (Registration on Form F-3 or Form S-3) hereof, if the Company furnishes to the those Holders requesting Registration a certificate signed by the chief executive officer President or Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board it would be materially detrimental to the Company or and its members Shareholders for a Registration Statement to be filed in the near futureat such time, then the Company Company’s obligation 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, not to exceed 120 days from the receipt of the request to file the Registration by that Holder provided that the Company may shall not utilize exercise the right contained in this right (xSection 4.3(c) for a Registration under Section 2.1 (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 any 12-month period and provided further, that during any twelve (12) month period; provided further that such 120-day period the Company may shall not Register any other file a Registration Statement with respect to a public offering of its Equity Securities during such period (except for Exempt Registrations)securities of the Company.

Right of Deferral. (i) 2.3.1. The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2: (1i) 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 provided, that the Holders are entitled to join such Registration in accordance with Section 3 (Piggyback Registrations)3; (2ii) 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 (3iii) 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. (ii) 2.3.2. If, after receiving a request from Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) 2.1 or Section 2.2 (Registration on Form F-3 or Form S-3) 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (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 during any twelve six- (126-) month period; provided further that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

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 27: (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 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); (2a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration that Registration, qualification, or qualificationcompliance, unless the Company is already subject to service of process in such jurisdiction; or (3) with respect to that jurisdiction and except as may be required by the registration on Form F-3 Securities Act or Form S-3 (or any comparable form for Registration other applicable law in a jurisdiction other than the United States), if Form F-3 States in which the Registration is not available for such offering by the Holders.being effected; (iib) Ifwithin 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 Holders have been excluded, after receiving a request from with respect to all or any portion of the Registrable Securities the Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3requested be included in such Registration); or (c) or Section 2.2 (Registration on Form F-3 or Form S-3) hereof, if the Company furnishes to the those Holders requesting Registration a certificate signed by the chief executive officer President or Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board it would be materially detrimental to the Company or and its members shareholders for a Registration Statement to be filed in the near futureat such time, then the Company Company’s obligation 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, not to exceed 120 days from the receipt of the request to file the Registration by that Holder provided that the Company may shall not utilize exercise the right contained in this right (xSection 7.3(c) for a Registration under Section 2.1 (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 any 12-month period and provided further, that during any twelve (12) month period; provided further that such 120-day period the Company may shall not Register any other file a Registration Statement with respect to a public offering of its Equity Securities during such period (except for Exempt Registrations)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: (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 pertaining to Ordinary Shares of the Company other than an Exempt Registration; provided , provided, that the Holders are entitled to join such Registration in accordance with Section 3 (Piggyback Registrations)3; (2) 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 (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 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 Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) 2.1 or Section 2.2 (Registration on Form F-3 or Form S-3) 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (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 during any twelve (12) month period; provided further provided, further, that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

Right of Deferral. (i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2: (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 pertaining to Ordinary Shares the Equity Securities of the Company other than an Exempt Registration; provided provided, that the Holders are entitled to join such Registration in accordance with Section 3 (Piggyback Registrations)3; (2) 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 (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 Form F-3 is not available for such offering by the Holders. (ii) If, after receiving a request from Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) 2.1 or Section 2.2 (Registration on Form F-3 or Form S-3) 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 the Company may not utilize this right (x) for a Registration under Section 2.1 (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, days on any one occasion occasion, or more than once during any twelve (12) month period; provided further provided, further, that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

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 27: (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 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); (2a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration that Registration, qualification, or qualificationcompliance, unless the Company is already subject to service of process in such jurisdiction; or (3) with respect to that jurisdiction and except as may be required by the registration on Form F-3 Securities Act or Form S-3 (or any comparable form for Registration other applicable law in a jurisdiction other than the United States), if Form F-3 States in which the Registration is not available for such offering by the Holders.being effected; (iib) Ifwithin 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 Holders have been excluded, after receiving a request from with respect to all or any portion of the Registrable Securities the Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3requested be included in such Registration); or (c) or Section 2.2 (Registration on Form F-3 or Form S-3) hereof, if the Company furnishes to the those Holders requesting Registration a certificate signed by the chief executive officer President or Chief Executive Officer of the Company stating that, that in the good faith judgment of the Board, Board it would be materially detrimental to the Company or and its members shareholders for a Registration Statement to be filed in the near futureat such time, then the Company Company’s obligation 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, not to exceed 60 days from the receipt of the request to file the Registration by that Holder provided that the Company may shall not utilize exercise the right contained in this right (xSection 7.3(c) for a Registration under Section 2.1 (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 any 12-month period and provided further, that during any twelve (12) month period; provided further that such 60-day period the Company may shall not Register any other file a Registration Statement with respect to a public offering of its Equity Securities during such period (except for Exempt Registrations)securities of the Company.

Right of Deferral. (i) 2.3.1 The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2: (1i) 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 RegistrationRegistration (as defined below); provided that the Holders are entitled to join such Registration in accordance with Section 3 (Piggyback Registrations)3; (2ii) 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 (3iii) 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. (ii) 2.3.2 If, after receiving a request from Holders pursuant to Section 2.1(Registration Other Than on Form F-3 or Form S-3) 2.1 or Section 2.2 (Registration on Form F-3 or Form S-3) 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 that the Company may not utilize this right (x) for a Registration under Section 2.1 (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 during any twelve (12) month period; provided further provided, further, that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).