Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. Commencing on the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Demand Registration Rights. Commencing on the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “"Reverse Merger”"), the Holders Holder shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“"Demand Registration Right”") under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) 144 without regard to the volume limitations for sales as provided in that regulation, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder (“"Effectiveness Period”"). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Demand Registration Rights. Commencing on the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act Act) (a “Reverse Merger”), the Holders Investor shall each have a separate one-time right, by written notice to the Company, signed by the Holder Investor ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder Investor in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the HolderInvestor, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder Investor pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Demand Registration Rights. Commencing If, at any time during the Effectiveness Period, there is not one or more effective registration statements covering all of the Shares, so long as the Holder holds Shares anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $500,000, the Holder (or, for the avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders) shall have the right to require the Company to file registration statements, including a shelf registration statement (if the Company is eligible at such time to utilize a shelf registration for the Shares), and if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act, an automatic shelf registration statement, on Form S-3 or any successor form under the date that is Securities Act covering all or any part of the Shares, by delivering a written request therefor to the Company. Such request shall state the number of Shares to be disposed of and the intended method of disposition of such shares by the Holder. In the event there are multiple Holders, the Company shall give notice to all other Holders of the receipt of a request for registration pursuant to this Section 1.2 and such Holders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its commercially reasonable best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by the Holder, but in any event shall cause the registration statement to become effective within ninety (90) days after the date of the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed request by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder or 120 days in the Demand Notice (event of a “Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received full review” by the Commission). The Company shall cause the Demand Registration Statement use its commercially reasonable best efforts to be declared keep such registration statement effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of one hundred twenty (i120) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, days or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by until the Holder pursuant has completed the distribution described in such registration statement. Notwithstanding the forgoing, to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) the extent that registration on Form S-3 is not available to the business day immediately following the Effective Date of such Registration StatementHolder under this Section 1.2, the Company shall file with the Commission in accordance with Rule 424 use commercially reasonable efforts to effect such registration on Form S-1 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Act.

Demand Registration Rights. Commencing on the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders Holder shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) ), or Rule 144 without regard to the volume limitations for sales as provided in that regulation, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder (“"Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Demand Registration Rights. Commencing on 4.1. In addition to, and not in lieu of, the date that is thirty (30) days Piggyback Registration Rights set forth under Section 3, at any time after the effective date of the Merger and during the Registration Period, any Holder may deliver to the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act written request (a “Reverse MergerDemand Registration Request”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request ) that the Company to register for resale any or all of the Registrable Securities owned by such Demanding Holders (as hereinafter defined) (provided that the aggregate offering price of all such Registrable Securities actually included by the Holder in the Demand Notice Registration equals $10.0 million or more), and any other Holders that may elect to be included pursuant to Section 4.2 hereof, under the Securities Act and the state securities or blue sky laws of any jurisdiction designated by such Selling Holders (“Demand Registration Right”) under and in accordance with subject to Section 9), subject to the provisions of this Section 4. The requisite Holders making such demand are sometimes referred to herein as the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with “Demanding Holders.” The Company shall, as soon as practicable following the Commission Demand Registration Request, prepare and file a Registration Statement (on the then appropriate form or, if more than one form is available, on the appropriate form selected by the Company) with the SEC under the Securities Act, covering such number of the resale Registrable Securities as the Selling Holders request to be included in such Registration Statement and to take all necessary steps to have such Registrable Securities qualified for sale under state securities or blue sky laws. The Company shall use its best efforts to file such Registration Statement no later than 90 days following the Demand Registration Request. Further, the Company shall use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC (within the meaning of the Securities Act) as soon as practicable thereafter and shall take all necessary action (including, if required, the filing of any supplements or post-effective amendments to such Registration Statement) to keep such Registration Statement effective to permit the lawful sale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if included thereunder for the Company is not then eligible period set forth in Section 6 hereof, subject, however, to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof further terms and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)conditions hereof.

Demand Registration Rights. Commencing (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities (a “Demand Right”). This Demand Right shall be exercisable only in conjunction with the exercise of a similar demand right applicable under the warrant issued on even date herewith as compensation for a firm commitment underwritten offering by the Company in which Public Ventures, LLC acted as the underwriter. For the avoidance of doubt, Majority Holders will be determined as to each separate warrant. On such occasion, the Company will file a registration statement or a post-effective amendment to the registration statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Commercial Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time, on one (1) occasion only, during a period commencing 120 days after the date Base Date and ending on the fifth year of the Base Date. The Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease covenants and agrees to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by give written notice of its receipt of any Demand Notice to all other registered Holders of the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of Warrants and/or the Registrable Securities included by within ten days from the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions date of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale receipt of any such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Notice.

Demand Registration Rights. Commencing on Upon demand by Purchaser, the date that is Company shall include such Purchaser’s Conversion Shares in a Registration Statement prepared by the Company and filed with the Commission within thirty (30) days after of such demand; provided, that no demand shall be made sooner than ninety (90) days of the date Closing and the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease Purchaser shall be entitled to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company only one demand to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement")the Conversion Shares pursuant to this Section 6.2; provided, further, that the Company shall have first increased its authorized capital as provided in Section 3.5 hereof. The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other an appropriate formform (as the Company shall determine in its sole discretion) by and will permit the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may Conversion Shares to be modified to respond to comments, if any, received by the Commission)offered on a continuous basis. The Company shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under the Securities Act by the Commission as promptly as possible after the filing thereof and thereof. The Company shall use its commercially reasonable efforts to keep the Demand Registration Statement continuously effective under the Securities Act until the earlier date which is the earliest of (ia) two years after its Effective Date, (ii) such time as the date on which substantially all of the Registrable Securities covered by such Registration Statement Conversion Shares have been publicly sold by sold, (b) the Holder, or (iii) such time as date on which all of the Registrable Securities covered by such Registration Statement Conversion Shares may be sold by immediately without registration under the Holder Securities Act and without volume restrictions pursuant to Rule 144(k144(b) of the Securities Act or (c) one year from the date the Registration Statement is declared effective by the Commission. The Company’s obligations under this Section 6.2 shall be suspended if (a) the fulfillment of such obligations would require the Company to make a disclosure that would be detrimental to the Company, and the Company’s Board of Directors determines that it is in the best interests of the Company to defer such obligations or (b) the fulfillment of such obligations would require the Company to prepare financial statements not required to be prepared by the Company to comply with its obligations under the Exchange Act at the time the Registration Statement is proposed to be filed (the period during which either of the preceding conditions is in effect is referred to as a “Effectiveness Permitted Black-Out Period”). By 5:00 p.m. (New York City time) on A Permitted Black-Out Period will end, as applicable, upon the business day immediately following making of the Effective Date of such Registration Statement, relevant disclosure by the Company shall file (or, if earlier, when such disclosure would no longer be necessary or detrimental) or as soon as it would no longer be necessary to prepare such financial statements to comply with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)Act.

Demand Registration Rights. Commencing on the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City timeEastern Daylight Time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Demand Registration Rights. Commencing on 4.1 In addition to, and not in lieu of, the date that is thirty (30) days Piggyback Registration Rights set forth under Section 3, at any time after the effective date of the Merger and during the Registration Period, any Holder may deliver to the Company completes a business combination with written request (a private company in a reverse merger or reverse take-over transaction or other transaction after which "Demand Registration Request") that the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale any or all of the Registrable Securities owned by such Demanding Holders (as hereinafter defined) (provided that the aggregate offering price of all such Registrable Securities actually included by the Holder in the Demand Notice Registration equals $5 million or more) and any other Holders that may elect to be included pursuant to Section 4.2 hereof under the Securities Act and the state securities or blue sky laws of any jurisdiction designated by such Selling Holders (“Demand Registration Right”) under and in accordance with subject to Section 9), subject to the provisions of this Section 4. The requisite Holders making such demand are sometimes referred to herein as the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with "Demanding Holders." The Company shall, as soon as practicable following the Commission Demand Registration Request, prepare and file a Registration Statement (on the then appropriate form or, if more than one form is available, on the appropriate form selected by the Company) with the SEC under the Securities Act, covering such number of the resale Registrable Securities as the Selling Holders request to be included in such Registration Statement and to take all necessary steps to have such Registrable Securities qualified for sale under state securities or blue sky laws. The Company shall use its best efforts to file such Registration Statement no later than 30 days following the Demand Registration Request. Further, the Company shall use its best efforts to have such Registration Statement declared effective by the SEC (within the meaning of the Securities Act) as soon as practicable thereafter and shall take all necessary action (including, if required, the filing of any supplements or posteffective amendments to such Registration Statement) to keep such Registration Statement effective to permit the lawful sale of such Registrable Securities ("Demand Registration Statement"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if included thereunder for the Company is not then eligible period set forth in Section 6 hereof, subject, however, to register for resale the Registrable Securities on Form S-3further terms and conditions set forth in Sections 4.3, then such Registration Statement will be on Form S-14.4, Form SB-24.5, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution4.6, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)4.7 hereof.

Demand Registration Rights. Commencing on the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Registrable Securities Exchange Act (a “Reverse Merger”)are initially issued, the Holders shall each have a separate one-time the right, by written notice to the Company, signed by Holders holding a Majority-in-Interest of the Holder then outstanding Registrable Securities ("“Demand Notice"”), to request the Company to register for resale all of the Registrable Securities included by the Holder Holders in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("“Demand Registration Statement"”). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, S-1 or such other another appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof thereof, and in any event no later than the applicable Effectiveness Date, and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two three (3) years after its the Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the HolderHolders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder Holders pursuant to Rule 144(k) 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the Holders (the time from the effectiveness of a Registration Statement until the earlier of “(i)”, “(ii)” or “(iii)”, the “Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

Demand Registration Rights. Commencing on For five years following the date that is thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after on which the Company would cease Indebtedness is converted into Unilens USA Shares, and upon written receipt from UPI specifying the number of Unilens USA Shares that UPI desires to be a shell company register for public sale (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand NoticeRegistration Shares"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under Unilens promptly shall prepare and in accordance file with the provisions of Securities and Exchange Commission (the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such Registrable Securities ("Demand Registration StatementSEC"). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the Commission). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after of 1993 ("the filing thereof Act") a registration statement covering a public offering of the Registration Shares and shall use its best efforts to cause the registration statement to become effective as soon as is practicable. UPI shall pay all costs and expenses incident to UPI's demand registration. If Unilens is required to register any of the Unilens USA Shares pursuant to this Agreement, it shall: (1) not grant to anyone any registration rights of any kind, other than registration rights that are on parity with, or subordinate to, the registration rights granted to UPI in this Agreement; (2) keep the Demand Registration Statement continuously registration statement current and effective until the date UPI notifies Unilens that all the Unilens USA Shares included in the registration statement have been sold; (3) immediately amend or supplement the prospectus upon notice from UPI that the amendment or supplement is necessary to make the prospectus not misleading; (4) promptly file all documents required to be filed by it with the SEC; (5) refrain from filing any document with the SEC if it does not comply with the Act; (6) upon UPI's request, furnish to UPI two complete copies of the registration statement and any prospectus; (7) upon UPI's request, take all action necessary to qualify any Unilens USA Shares included in the registration for offer and sale under the Securities Act until the earlier "blue sky" or securities laws of (i) two years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).those states that UPI designates in

Demand Registration Rights. Commencing At any time commencing on the date that is thirty earlier of (301) ninety (90) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company following an IPO (as defined below); and (2) the one year anniversary of the Closing Date, Purchasers holding a majority in Rule 12b-2 under interest of the Securities Exchange Act then outstanding principal amount of the Convertible Notes sold in the Offering (a “Reverse MergerMajority In Interest”), shall have the Holders shall each have a separate one-time right, by written notice provided to the Company, signed by Company (the Holder ("“Demand Notice"”), to request demand the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement registration statement covering the resale of such the Registrable Securities ("the “Demand Registration Statement"”). Such Demand Registration Statement shall be (i) filed by the Company with the Commission no later than sixty (60) days after receipt by the Company of the Demand Notice (the “Demand Filing Date”), and (ii) the Company shall use commercially reasonable efforts to obtain effectiveness of the Demand Registration Statement promptly after the Demand Filing Date. The Demand Registration Statement required hereunder shall be filed on Form S-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such in which case the Demand Registration Statement will shall be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date. The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the CommissionS-3). The Company shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective effective, and the information in the Demand Registration Statement current under Section 10(a) of the Securities Act until the earlier of (i) two years after its Effective Datethe date when all Registrable Securities included in the Demand Registration Statement have been sold pursuant to the Demand Registration Statement, (ii) such time as all of the date that the Registrable Securities covered by such Registration Statement have been publicly sold by can be resold without restriction pursuant to Rule 144 of the Holder, or Securities Act; and (iii) such time as all one (1) year following the end of the Warrant Exercise Period. Notwithstanding the obligations set forth above, if (x) any Commission guidance sets forth a limitation on the number of securities permitted to be registered on the Demand Registration Statement (including any other securities included by the Company in such Demand Registration Statement) or (y) the underwriters in such offering advise the Company that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities covered by to be included on such Demand Registration Statement may for the benefit of the Purchasers and (name) will be sold by reduced pro rata between the Holder pursuant Participants (and such other parties) whose securities are included in such Demand Registration Statement; provided further that the Company shall take action to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on file additional registration statements at the business day immediately following request of a Majority In Interest, after the Effective Date effectiveness of such the Demand Registration Statement, subject to (i) Commission rules and guidance and the Company shall file with the Commission in accordance with Rule 424 under the requirements set forth above and (ii) such underwriters’ advice, until all Registrable Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule)are registered.

Demand Registration Rights. Commencing Subject to the provisions of Section 2(f) hereafter, commencing on the date that is thirty six (306) days months after the date Closing Date each of (i) the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which holders of Bridge Registrable Securities; (ii) the Company would cease to be a shell company holders of San Xxxxxxx Registrable Securities and (as defined in Rule 12b-2 under iii) the holders of Common Registrable Securities Exchange Act (each a “Reverse MergerRequesting Group”), the Holders ) shall each have a separate one-time right, by written notice to the CompanyPASW, signed by Holders owning at least 25% of the Holder Registrable Securities of the Requesting Group (the "Demand Notice"), to request the Company PASW to register for resale all of the Registrable Securities included by the Holder Requesting Group in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission SEC a Registration Statement covering the resale of such Registrable Securities (the "Demand Registration Statement"). A copy of the Demand Notice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company PASW is not then eligible to register for resale the Registrable Securities on Form S-3, then such Registration Statement will be on Form S-1, Form SB-2, or such other appropriate form) by the applicable Filing Date). The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit Annex A (which may be modified to respond to comments, if any, received by the CommissionSEC). The Company PASW shall cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) two years after its Effective Date, the date when all Registrable Securities have been sold pursuant to the Demand Registration Statement or an exemption from the registration requirements of the Securities Act; (ii) such time as the date that the Holders can sell all of the their Registrable Securities covered by such Registration Statement have been publicly sold by the HolderSecurities, or pursuant to Rule 144; and (iii) such time as all one (1) year from the effective date of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rulethe "Demand Effectiveness Period").