Common use of Grant of Right Clause in Contracts

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any securities under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed securities to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) shall so notify and all other Shares proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities (“Majority Holders”)Shares, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five three (3) years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holders to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-[●]) covering the Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4remain effective.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of Common Stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) business days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration the Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed Common Stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of Common Stock proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of Common Stock that the Company proposes to sell and (ii) second, the number of shares of Common Stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice number of shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than five (5) years from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Effective Date.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, , the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockSubunits, Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Subunits and Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrant and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, the Shares underlying all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1.44.1 in respect of all Registrable Securities.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any of its Common Shares under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed Common Shares to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) shall so notify and all other Common Shares proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of Common Shares that the Company proposes to sell and (ii) second, the number of Common Shares, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of Common Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) Unless all of the Holder(s) of at least 51% Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Purchase Options and/or Underwriter’s Warrants shall have the underlying Units and/or right for a period of not more than five (5) years from the underlying Commencement Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-8 or S-4 or any successor or equivalent form); provided, however, that if, in the opinion of the Company’s managing underwriters or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Purchase Options requested by Registrable Securities for a such period, not to exceed one hundred eighty (180) days from the Majority Holders in the Initial Demand Notice and all effective date of the offering as the managing underwriters or underwriters may require, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering be sold by each Holder of the Registrable Securities within sixty days after receipt in such public offering shall be made pro rata among them, in proportion to the total amount of securities of the Initial Demand Notice and use its best efforts Company owned by said Holders seeking to have include Registrable Securities; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be are not entitled to have their pro rata inclusion with the Registrable Securities included in the Demand Registration, subject to Section 5.1.4Securities.

Grant of Right. The Unless all of the Registrable Securities (defined as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of Warrants to purchase at least 51% of the Purchase Options and/or number of shares of Common Stock initially issuable pursuant to this Warrant and all other Warrants initially issued pursuant to the underlying Units Underwriting Agreement and/or the underlying securities (“Majority HoldersHolder(s)”), agrees to use its best efforts register on up to register (the “Demand Registration”) under the Act on one occasiontwo occasions, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) as requested by the Majority Holder(s) in the Demand Notice (each such registration, a “Demand Registration”). On each such occasion, the Company will use its best efforts to file a new registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that if the date a Demand Registration must be filed falls on a date on which the Company’s financial statements would be “stale” for purposes of complying with Regulation S-X under the Securities Act, the date by which the Demand Registration must be filed shall be extended to thirty (30) calendar days following the earlier of (x) the date on which the Company is next required to file its financial statements on Form 10-K or Form 10-Q under the Exchange Act, and (y) the date on which the Company actually files its financial statements on Form 10-K or Form 10-Q under the Exchange Act, in each case without regard to any extension pursuant to Rule 12b-25 under the Exchange Act. The demand for registration may be made at any time during a period of after the Commencement Date, but no later than five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereoftherefrom. The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Underwriter’s Warrants and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities , who wishes to include all or a portion shall have five (5) days from the receipt of such holder’s Registrable Securities Notice in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so which to notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled their desire to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4registration statement.

Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% Holders of the Purchase Options and/or shall have the underlying Units and/or right for a period of seven years commencing on the underlying Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-8); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall give written notice of such proposed filing to the Holders of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable, but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed to be sold and the intended method(sas such holders may request in writing within five (5) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the following receipt of any such Initial Demand Noticenotice (a "Piggy-Back Registration"). Each holder of Registrable Securities who wishes All Holders proposing to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have distribute their Registrable Securities included through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Demand underwriter or underwriters selected for such Piggy-Back Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration , a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless a registration statement covering the exercise of this Purchase Warrant and the sale of the Shares by the Holder is in effect and available, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during on or after the Commencement Date and for a period of no more than five (5) years beginning on from the Effective Date. The Initial Demand Notice shall specify Date or the number commencement of shares sales of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofOffering in accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities who wishes pursuant to include all or this Section that are subject of a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4then effective registration statement.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% (the “Majority Holders”) of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”)Securities, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants Option and the Common Stock underlying the Warrants Securities (collectively, the “Registrable Securities”)) as requested by the Majority Holders. On such occasion, the The Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its reasonable best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Warrant Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty thirty (30) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.

Grant of Right. The Subject to the further requirements of this subsection 4.4.1, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities (“Majority Holders”)Shares, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Shares underlying the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants (excluding any Shares which have been transferred and the Common Stock underlying subsequent disposition thereof no longer requires registration or qualification under the Warrants Securities Act or any similar state law then in force) (collectively, the “Registrable Securities”). For the purpose of this Section 4, the term “Registrable Securities” shall not include Shares that have been transferred and the subsequent disposition thereof no longer requires registration or qualification under the Securities Act or any similar state law then in force. On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if (a) the Registration Statement is still in effect or (b) the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 occasion during a the three (3) year period of five years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holders to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The If at any time prior to the Expiration Date, the Registration Statement is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities Warrant Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Purchase Options Warrant Shares requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the The Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty thirty (30) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during which the Majority Holders hold any of the Warrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a period registration pursuant to this Section 4.1.1: (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; or (C) within ninety (90) days after the effective date of five years beginning a prior registration in respect of the Company’s Common Stock. For purposes of this Warrant, a “Scheduled Black-Out Period” shall means the periods from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Effective DateCompany publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities Warrant Shares of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities the Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities Warrant Shares included in the Demand Registration, subject . Subject to Section 5.1.44.1.2, the Company shall not be obligated to effect more than one Demand Registration under this Section 4.1.1 in respect of all Warrant Shares and notwithstanding anything herein to the contrary, in accordance with FINRA Rule 5110(g)(8)(C) such demand registration right may not be exercised more than five years from the commencement of sales of the offering pursuant to which this Warrant is being issued.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Share, the Warrants and the Common Stock Ordinary Share underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 5150.1% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its reasonable best efforts to register (the “Demand Registration”) under the Securities Act on one occasiontwo occasions, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants that are not capable of being sold pursuant to Rule 144 or other exemption from registration without a volume limitation (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities within sixty days after receipt that will permit an offering of the Initial Demand Notice Registrable Securities from time-to-time and use its reasonable best efforts to have such registration statement or post-effective amendment filed and declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen five (155) days after the receipt by the holder of the notice from the CompanyCompany and complete a selling shareholder questionnaire. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company will then use its reasonable best efforts (a) to prepare and file within sixty (60) days a new registration statement or a post-effective amendment to the Registration Statement covering the resale of the Registrable Securities which the Demanding Holders have requested to be registered and (b) to cause such registration statement to be declared effective as soon as possible thereafter.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, , the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Ordinary Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Warrants requested by the Majority Holders in the Initial Demand Notice and all of the securities Ordinary Shares underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On ) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such occasion, notice) requested in writing (including such number) to be included within such registration; provided that the Company will use its best efforts shall not be required to file provide such notice or include any of the Registrable Securities in a Piggyback Registration to the extent the Registrable Securities are already registered under a registration statement or that is then effective under the Act. If a post-effective amendment to Piggyback Registration is an underwritten offering and the Registration Statement covering managing underwriter advises the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during Company that it has determined in good faith that marketing factors require a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“Initial Demand NoticeDEMAND NOTICE”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority HoldersMAJORITY HOLDERS”), agrees to use its best efforts to register (the “Demand RegistrationDEMAND REGISTRATION”) under the Act on one occasionAct, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable SecuritiesREGISTRABLE SECURITIES”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one Demand Registration under this Section 5.1 in respect of the Registrable Securities.

Grant of Right. The Unless all of the Registrable Securities (defined as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units Warrants and/or the underlying securities (“Majority HoldersHolder(s)”), agrees to use its best efforts to register (register, once at the “Demand Registration”) under Company’s expense and once at the Act on one occasionMajority Holder’s expense, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants remaining Ordinary Shares (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will use its best efforts to file a new registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period after one (1) year from the date of effectiveness of the Registration Statement, but no later than five (5) years beginning on from the Effective Date. The Initial Demand Notice shall specify effective date of the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofRegistration Statement. The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities , who wishes to include all or a portion shall have five days from the receipt of such holder’s Registrable Securities Notice in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so which to notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled their desire to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Registration Statement.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockSubunits, Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Subunits and Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. ; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration (as defined below) for such period as may be applicable to deferment of any demand registration to which any such Piggy-Back Registration relates, in each case if the Company shall furnish to the Demanding Holders 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, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) Whenever the Company proposes to register any shares of the Holder(sCommon Stock under the Act (other than (i) of at least 51% a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Options and/or Warrant for sale to the underlying Units and/or public, whether for its own account or for the underlying securities account of one or more stockholders of the Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) business days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Purchase Options requested by Company’s intention to effect such a registration and, subject to the Majority Holders remaining provisions of this Section 4.1, shall include in the Initial Demand Notice and all such registration such number of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Shares (collectively, the “Registrable Securities”)) that the Holder has (within ten (10) business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed the Common Stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all of the Shares (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of the Common Stock proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt by the holder number of shares of the notice from Common Stock that the Company proposes to sell and (ii) second, the number of shares of the Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of shares of the Common Stock then owned by each such person and to which such registration rights apply. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities shares of Common Stock and Warrants considered together (“"Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities Securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, collectively the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible promptly thereafter. If the Company fails to comply with the provisions of this Section 5.1.1, the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any and all incidental, special and consequential damages sustained by the Holder(s). The demand for registration may be made at any time during a period of five four years beginning on one year from the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Effective Date.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% more than fifty percent (50%) of the Shares subject to Purchase Options and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best commercially reasonable efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities Shares underlying such Purchase OptionsOption, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty ninety (90) days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Closing Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The CompanyIf at any time and from time to time on or after the date the Company consummates the Business Combination, upon written demand the holders (“Initial Demand NoticeDemanding Holders”) of the Holder(s) of at least 51% a majority in interest of the Purchase Options and/or the underlying Units and/or the underlying then-outstanding number of registrable securities (“Majority Holders”)as defined in the Registration Rights Agreement among the Company, agrees to use its best efforts to register the Sponsor, initial stockholders of the Company and Holder, dated as of [ ], 2021 (the “Demand RegistrationRegistration Rights Agreement”)) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file ) may make a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The written demand for registration may be made at any time during a period of five years beginning on all or part of their Registrable Securities, which written demand shall describe the Effective Date. The Initial Demand Notice shall specify the number amount and type of shares of Registrable Securities proposed securities to be sold included in such registration and the intended method(s) of distribution thereofthereof (such written demand a “Demand Registration”). The Company will notify shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each demand, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in the a registration pursuant to a Demand Registration (each such holder including shares that includes all or a portion of such holder’s Registrable Securities in such registrationRegistration, a “Demanding Requesting Holder”) shall so notify the Company Company, in writing, within fifteen five (155) days after the receipt by the holder of the notice from the Company. Upon receipt by the Company of any such requestwritten notification from a Requesting Holder(s) to the Company, the Demanding Holders such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, subject the registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to Section 5.1.4such Demand Registration. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth with respect to the Registrable Securities held by Holder may only be exercised one (1) time and shall terminate on the earlier of the Expiration Date or five years from the Commencement Date.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities (“Majority Holders”)Shares, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five three (3) years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holders to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering the Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4remain effective.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any shares of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-0, X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, , the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities Securiites proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand Whenever the Company proposes to register any securities under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed securities to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) shall so notify and all other Shares proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice from number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company. Upon any such request, the Demanding Holders Company shall be entitled select the investment banking firm or firms to have their act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the seventh anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities included in the Demand Registration, subject to Section 5.1.4during any ninety (90) day period.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of Purchase Warrant Holders who hold at least 51% of the Purchase Options Warrants and/or the underlying Units and/or Shares (the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 Purchase Warrant Holders are entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Majority Holders have elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 ninety (90) days after such offering is consummated. The demand for registration may be made at any time during a period of five four (4) years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice (the “Inclusion Notice”) of its receipt of any Demand Notice shall specify by the number of shares of Registrable Securities proposed Majority Holders to be sold and all other Purchase Warrant Holders (the intended method(s“Other Holders”) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of The Company agrees to include in such registration statement such Registrable Securities who wishes with respect to include all or which it has received a portion written request to register (the “Tag Along Notice”) from such Other Holders thereof (provided that such request is received by the Company within twenty (20) days after the sending of such holder’s the Inclusion Notice). If any Other Holder does not timely notify the Company of his desire that his Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities be included in such registration, the Other Holder’s rights under this Section 4.1.1 shall terminate. Notwithstanding anything contained in this Purchase Warrant, the Holder may not demand or participate in a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder registration under this Section 4.1.1 if all of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in of the Demand Registration, subject Holder may then be sold without registration under the Act pursuant to Section 5.1.4Rule 144 promulgated under the Act.

Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectivelyWarrants(collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.45.2.1.

Grant of Right. The CompanyIn the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, upon written demand whenever the Company proposes to register any shares of its Common Stock under the Securities Act (“Initial Demand Notice”other than (i) a registration statement to register shares under an employee benefit plan or to effect a transaction to which Rule 145 of the Holder(sSecurities Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (a “Majority HoldersPiggyback Registration”)), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register (the “Demand Registration”) under the Act on one occasion, all or any portion Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”)) that the Holder has (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasionIf, in connection with an underwritten offering, the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed Common Stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”) shall so notify the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of shares of Common Stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice number of shares of Common Stock then owned by each such person as compared to the total number of shares the managing underwriter shall permit to be included in such registration. In connection with any Piggyback Registration, Holder shall pay any and all underwriting commissions (if the offering is an underwritten offering) and the expenses of any legal counsel selected by Holder to represent it in connection with the sale of the Registrable Securities. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the piggyback registration right shall not exceed seven years from the Company. Upon any such requestEffective Date, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4accordance with FINRA Rule 5110(g)(8)(D)).

Grant of Right. The Company, upon written demand (“Initial Demand Notice”the "INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% in interest of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”the "MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockRights Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Rights and the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockRights, Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Rights and the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon Upon written demand (“Initial Demand Notice”the "DEMAND NOTICE") of the Holder(s) of at least 51% in interest of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”the "MAJORITY HOLDERS"), the Company agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasionWithin sixty (60) days after receipt of the Demand Notice, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities within sixty days after receipt that will permit an offering of the Initial Demand Notice Registrable Securities from time-to-time and use its best reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to any reductions pursuant to Section 5.1.46.1.4.

Grant of Right. The CompanyIn the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, upon written demand whenever the Company proposes to register any of its common stock under the Act (“Initial Demand Notice”other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Holder(sAct is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of at least 51% this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Purchase Options and/or the underlying Units and/or the underlying securities Company (“Majority Holdersa ”Piggyback Registration”), agrees the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to use its best efforts the filing of such registration statement) to register the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”)) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. On such occasion, If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company will use its best efforts to file that it has determined in good faith that marketing factors require a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning limit on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed common stock to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities included in such registration, a “Demanding Holder”including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) shall so notify and all other shares of common stock proposed to be included in such underwritten offering, the Company within fifteen shall include in such registration (15i) days after first, the receipt number of shares of common stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the holder Holder) allocated pro rata among all such persons on the basis of the notice number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-3 (No. 333-269644), as amended from time to time, covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the Company. Upon any such request, commencement of sales of the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4public offering.

Grant of Right. The Unless all of the Registrable Securities (defined as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units Warrants and/or the underlying securities (“Majority HoldersHolder(s)”), agrees to use its best efforts to register (register, once at the “Demand Registration”) under Company’s expense and once at the Act on one occasionMajority Holder’s expense, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants remaining Ordinary Shares (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will use its best efforts to file a new registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period after one (1) year from the date of commencement of sales of the offering, but no later than five (5) years beginning on from the Effective Date. The Initial Demand Notice shall specify date of commencement of sales of the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofoffering. The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities , who wishes to include all or a portion shall have five days from the receipt of such holder’s Registrable Securities Notice in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so which to notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled their desire to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Registration Statement.

Grant of Right. The Unless a registration statement covering the exercise of this Warrant and the sale of the Shares by the Holder is in effect and available, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five four (4) years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Ordinary Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Ordinary Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or with the Commission (a post-effective amendment to the “Demand Registration Statement Statement”) covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 pursuant to Section 4.2 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 post-effective amendment declared effective as soon as possible thereafteruntil thirty days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.

Grant of Right. The CompanyIf at any time on or after the Initial Exercise Date, upon written demand (“Initial Demand Notice”) there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsWarrant Securities, including the Units, Common Stock, the Warrants and the shares of Common Stock underlying the Warrants (collectivelyWarrant Securities, to the Holder or if Rule 144 is not available to the Holder without any volume or other limitations, the “Registrable Holder shall have the right, for a period of no more than three (3) years from the Initial Exercise Date, which is in accordance with applicable FINRA rules, to include the Warrant Securities”, including the shares of Common Stock underlying the Warrant Securities, as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form). On such occasion; provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the Company will use managing underwriter(s) thereof shall, in its best efforts to file reasonable discretion, impose a registration statement limitation on the number of Warrant Securities or a post-effective amendment to shares of Common Stock underlying the Warrant Securities which may be included in the Registration Statement covering because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Registrable Securities within sixty days after receipt Company shall be obligated to include in such Registration Statement only such limited portion of the Initial Demand Notice Warrant Securities and use its best efforts shares of Common Stock underlying such Warrant Securities with respect to have which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Warrant Securities or shares of Common Stock underlying such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may Warrant Securities shall be made at any time during a period pro rata among the Holders seeking to include Warrant Securities and underlying shares of five years beginning on the Effective Date. The Initial Demand Notice shall specify Common Stock in proportion to the number of Warrant Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Warrant Securities or underlying shares of Registrable Securities proposed to be sold and Common Stock unless the intended method(s) of distribution thereof. The Company will notify has first excluded all outstanding securities, the holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes which are not entitled to include all or a portion inclusion of such holder’s Registrable securities in such Registration Statement or are not entitled to pro rata inclusion with the Warrant Securities in the Demand Registration (each such holder including and underlying shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Common Stock.

Grant of Right. The Subject to the other terms and conditions set forth herein, the Company, upon written demand (“Initial Demand Notice”) at the request of the Holder(s) of Holders representing at least 51% of the (i) this Purchase Options and/or Option then outstanding, (ii) the underlying Units and/or then outstanding, (iii) the underlying securities Warrants then outstanding and (iv) the underlying Common Stock then outstanding (in each case, determined on the basis of the aggregate number of shares of underlying Common Stock then outstanding and issuable and, collectively, the “Majority Holders”), agrees to use its best efforts to register register, pursuant to one (the “Demand Registration”1) under the Act on one occasionrequest for registration, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Units (including the shares of Common Stock and the shares of Common Stock for which the Warrants are exercisable) then held by Holders for which registration is necessary for such shares of Common Stock underlying the Units to be freely transferable (collectively, the “Registrable Securities”). On With respect to such occasionrequest, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement Company’s registration statement relating to the Offering covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice (as defined below), or as soon thereafter as practicable, and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on To make such request, the Effective Date. The Initial Demand Notice Majority Holders must give written notice to that effect to the Company, which notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofthereof (the “Initial Demand Notice”). To be effective, the Initial Demand Notice must be received by the Company during a period beginning on the Commencement Date and ending five (5) years subsequent to the effective date of the Company’s registration statement relating to the Offering (the “Effective Date”); provided, that the Majority Holders may not deliver an Initial Demand Notice prior to the consummation of the Initial Business Combination. The Company will notify shall give written notice of its receipt of any Initial Demand Notice from any Holder to all holders other Holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the its receipt of any such Initial Demand Notice. Each holder , and any such other Holder of the Registrable Securities who wishes to include all or a portion of such holderHolder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) demand registration shall so notify the Company within fifteen (15) days after the such Holder’s receipt by the holder of the notice from the Company. Upon any Once made, a request for registration pursuant to an Initial Demand Notice provided in accordance with this Section 5.1.1 may not be revoked, except that such request, a request may be revoked (and shall not be deemed to have been made for purposes of determining the Demanding rights of Holder under this Section 5.1.1) by the Majority Holders if (i) the Majority Holders shall be entitled have received notice of a Blackout Period (as defined below) from the Company and (ii) the Majority Holders provide written notice to have their Registrable Securities included in the Company within (10) days after receipt of such notice requesting such revocation for the purpose of preserving the right to request registration pursuant to an Initial Demand Registration, subject to Section 5.1.4Notice at a time subsequent thereto.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities Securiites proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(sholder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Warrant ADSs (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Warrant ADSs underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have such the registration statement or post-effective amendment declared effective as soon as possible thereafter, subject to compliance with review by the Commission; 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 4.2 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 90 days after such offering is consummated. Notwithstanding the foregoing, if the filing, initial effectiveness or continued use of a registration statement filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good-faith judgment of the Company based on the advice of counsel (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such decision to the Holders, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided that the Company shall not be permitted to do so by invoking the ground in item (iii) above (x) more than once in any six-month period or (y) for any single period of time in excess of 90 days (or up to 120 days in the case of year-end financial results), or for periods exceeding, in the aggregate, 90 days (or up to 120 days in the case of year-end financial results) during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, the Holder agrees to suspend, promptly upon receipt of the notice referred to above, the use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. In order to defer the filing of a registration statement pursuant to this Section 4.1.1, the Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.1.1 and a statement of the ground for such deferral; provided that the Company shall not be required to provide any material non-public information to the Holder. The demand for registration may be made at on only one occasion while Holder holds any time of the Registrable Securities during a period of five four (4) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofCommencement Date in accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten fifteen (15) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless a registration statement covering the exercise of this Unit Warrant and the Warrant Units, the exercise of the Warrants and the sale of the Common Shares underlying the Units by the Holder is in effect and available (the “Registration Condition”), the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units Unit Warrants and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities Units underlying such Purchase Optionsthis Unit Warrant, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Warrants included in the Unit Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five four (4) years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Unit Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities shares of Common Stock (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or with the Commission (a post-effective amendment to the “Demand Registration Statement Statement”) covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 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 post-effective amendment declared effective as soon as possible thereafteruntil thirty days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts register on Form S-3 (except if the Company is not then eligible to register (for resale the “Demand Registration”) under the Act Registrable Securities, as defined below, on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five four (4) years beginning on the Effective Initial Exercise Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% Holders of the Purchase Options and/or shall have the underlying Units and/or right for a period of seven years commencing on the underlying Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-8); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall give written notice of such proposed filing to the Holders of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable, but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed to be sold and the intended method(sas such holders may request in writing within five (5) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the following receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration notice (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderPiggy-Back Registration”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company). Upon any such request, the Demanding All Holders shall be entitled proposing to have distribute their Registrable Securities included through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Demand underwriter or underwriters selected for such Piggy-Back Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand made at any time beginning twelve (12) months from the Base Date and for a period of three (3) years thereafter (a “Initial Demand Notice”) of the Holder(s) of at least 5125% of the Purchase Options Warrants and/or the underlying Units and/or Warrant Shares (the underlying securities (“Majority Demanding Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant Shares (collectively, collectively the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Securities and Exchange Commission (the “SEC”) covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts Reasonable Best Efforts (as defined in Section 15 hereof) to have the registration statement declared effective promptly thereafter, subject to compliance with review by the SEC; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 As to any particular Registrable Securities, such securities shall cease to be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed when: (A) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”) and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (B) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (C) such securities shall have ceased to be sold and outstanding. In addition, the intended method(s) term Registrable Securities shall not include any securities held by any Holder if such securities are then freely tradeable under Rule 144 without restriction in the opinion of distribution thereofcounsel to the Company. The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (the “Initial Demand Notice”) by the majority holder(s) of the Holder(s) of at least 51% Warrants and/or the Warrant Shares of the Purchase Options and/or the underlying Units and/or the underlying securities Warrants (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasiontwo (2) occasions, all or any portion of the Purchase Options shares of Common Stock issued or issuable upon conversion or exercise, as the case may be, of the Warrant and/or Warrant Shares requested by the Majority Holders Holder(s) in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasionoccasions, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The A demand for registration may be made at any time during a period which the Majority Holders holds any of five years beginning on the Effective DateWarrant Shares or Registrable Securities. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants, Warrant Shares and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Warrants, Warrant Shares or Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days Calendar Days after the receipt by the holder Holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be obligated to effect more than two (2) Demand Registrations under this Section 5.1.45.1 in respect of all Registrable Securities during the five (5) year period after the Effective Date.

Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% Holders of the Purchase Options and/or shall have the underlying Units and/or right for a period of seven years commencing on the underlying Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act, pursuant to Form S-8 or for an offering of debt securities that is convertible into equity securities of the Company); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities ( the "Maximum Amount") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration: first, the shares of Common Stock or other securities that the Company or, if the registration of securities is a registration that is being filed pursuant to demand registration rights of any other holder(s) of the Company's securities (“Majority "Other Demand Holders”"), agrees such Other Demand Holders desire to use its best efforts sell, second, the Registrable Securities for which registration has been requested hereunder that can be sold without exceeding the Maximum Amount, third to the extent that the Maximum Amount has not been reached under the foregoing clauses first and second the Investor Securities for which piggy back registration has been requested pursuant to the Registration Rights Agreement that can be sold without exceeding the Maximum Amount and fourth, to the extent that the Maximum Amount has not been reached under the foregoing clauses first, second and third the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register (pursuant to written contractual arrangements with such persons that can be sold without exceeding the “Demand Registration”) under Maximum Amount. The Company shall give written notice of such proposed filing to the Act on one occasion, all or any portion Holders of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable, but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed to be sold and the intended method(sas such holders may request in writing within five (5) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the following receipt of any such Initial Demand Noticenotice (a "Piggy-Back Registration"). Each holder of Registrable Securities who wishes All Holders proposing to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have distribute their Registrable Securities included through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Demand underwriter or underwriters selected for such Piggy-Back Registration, subject to Section 5.1.4.

Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand described in Section 4.1 hereof the Holder shall have the right, for a period of four (“Initial Demand Notice”4) years commencing on the Commencement Date, to include the Registrable Securities as part of any other registration of securities filed by the Holder(sCompany (other than in connection with a transaction contemplated by Rule 145(a) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) promulgated under the Act on one occasion, all or pursuant to Form S-8 or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”equivalent form). On such occasionIf at any time during the above-referenced time period, the Company will use its best efforts proposes to file a registration statement under the Act with respect to an offering of equity securities, or a post-effective amendment securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 4.1), then the Company shall (x) give written notice of such proposed filing to the Registration Statement covering the holders of Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable but in no event less than thirty (30) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be sold included in such registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The Company will notify all All holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes proposing to include all distribute their securities through a Piggy-Back Registration that involves an underwriter or a portion of underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Piggy-Back Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) shall have the right, for a period of at least 51% of three (3) years commencing on the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”)Commencement Date, agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, include all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Warrants Purchase Option(s) (collectively, the “Registrable Securities”) as part of any other registration of securities filed by the Company in any jurisdiction, other than in respect of the Tel-Aviv Stock Exchange in Israel (the “TASE”) for which the provisions of Section 4.3.6 below shall apply (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form). On such occasion; provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the Company will use managing underwriter(s) thereof shall, in its best efforts to file or their reasonable discretion, impose a limitation on the number of Shares which may be included in the registration statement because, in the judgment of such underwriter(s), marketing or a post-effective amendment other factors dictate such limitation is necessary to facilitate public distribution, then the Registration Statement covering Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities within sixty days after receipt with respect to which the Holder(s) requested inclusion hereunder as the underwriter(s) shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Initial Demand Notice and use its best efforts Holders seeking to have include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or post-are not entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4.1.1 before the effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of such registration, whether or not any such Initial Demand Notice. Each holder of Registrable Securities who wishes Holder has elected to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% (the “Majority Holders”) of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”)Securities, agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants Option and the Common Stock underlying the Warrants Securities (collectively, the “Registrable Securities”)) as requested by the Majority Holders. On such occasion, the The Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder or if Rule 144 for the resale of the Warrant Shares is not available to the Holder without any volume or other limitations, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities (“Majority Holders”)Warrant Shares, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five years beginning on the Initial Exercise Date and expiring on the fifth anniversary of the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrant and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act Act, on one occasion, the Shares underlying all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1.44.1 in respect of all Registrable Securities.

Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by the Majority Holder(s) to all other registered Holders of Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Each such Holder desiring to include in such registration statement all or any portion of the Registrable Securities then held by such Holder shall, within five (5) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five (5) years beginning on the Effective Commencement Date. The Initial Demand Notice shall specify Notwithstanding the number foregoing, if the board of shares directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities proposed under this Section 4.1 should not be made or continued because it would materially interfere with any material or potentially material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations related thereto, or require the Company to disclose any material nonpublic information which would reasonably be likely to be sold detrimental to the Company or otherwise make it undesirable for the Company to complete a demand registration at that time (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the registration statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after the date when the demand registration was requested and (y) in case a Registration Statement has been filed relating to a demand registration, the intended method(sCompany may postpone amending or supplementing such registration statement, (in which case, if the Valid Business Reason no longer exists or if more than one 60-day period has passed since such postponement, the Majority Holder(s) may request a new demand registration or request the prompt amendment or supplement of distribution thereofsuch registration statement). The Company will notify shall give written notice to all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder Holders of Registrable Securities who wishes have elected to include all participate in the demand registration of its determination to postpone filing, amending or supplementing a portion Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof (which notice shall notify each Holder only of the occurrence of such holder’s Registrable Securities in an event or the Demand Registration (each fact that it no longer exists and shall provide no additional information regarding such holder including shares of Registrable Securities in event to the extent such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.information would constitute material nonpublic information)

Grant of Right. The Unless all of the Registrable Securities (as defined below) are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”)Holder, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Ordinary Shares underlying this Purchase Options requested by Warrant that are permitted to be registered under the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Act (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or with the Commission (a post-effective amendment to the “Demand Registration Statement Statement”) covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice; provided, however, that the Initial 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 pursuant to Section 4.2 and use its best efforts either: (i) the Holder has elected to have 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 post-effective amendment declared effective as soon as possible thereafteruntil thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number date of shares commencement of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders sales of the Purchase Options and/or Registrable Securities Offering in accordance with FINRA Rule 5110(g)(8)(C). Notwithstanding the foregoing, but still subject to the foregoing FINRA Rule requirements, if the last day of the demand within ten days from sixty (60) day period falls on a date on which the Company’s financial statements would be “stale” for purposes of complying with Regulation S-X under the Act, the date of by which the receipt of any Company shall file such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration Statement shall be extended to thirty (each such holder including shares 30) calendar days following the earlier of Registrable Securities in such registration, a “Demanding Holder”(x) shall so notify the date on which the Company within fifteen is next required to file its financial statements on Form 20-F under the Securities Exchange Act of 1934, and (15y) days after the receipt by date on which the holder Company actually files its financial statements on Form 20-F under the Securities Exchange Act of 1934, in each case without regard to any extension pursuant to Rule 12b-25 under the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Exchange Act of 1934.

Grant of Right. The Company, upon written demand (“Initial a "Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities Shares (“"Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act ), on one occasion, all or any portion of the Shares underlying the Purchase Options requested by (collectively the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement SEC covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective as soon thereafter as possible, subject to compliance with review by the SEC; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective (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 (or such other period of time as soon as possible thereafterset forth in the underwriting agreement for such underwritten offering). The demand for registration may be made at any time during a period of five four (4) years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.44.1.4.

Grant of Right. The If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(sHolder (or if this Warrant has been allocated by the Holder so that there are more than one holder (hereafter referred to as the “Holders”) by the Holders of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), ) agrees to use its best efforts register on Form S-3 (except if the Company is not then eligible to register (for resale the “Demand Registration”) under the Act Registrable Securities, as defined below, on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five four (4) years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by the number of shares of Registrable Securities proposed Majority Holders to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made If at any time during a period of five the first seven years beginning on following the Effective Date. The Initial Demand Notice Date the Company proposes to file a Registration Statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for securityholders of the Company for their accounts (or by the Company and by securityholders of the Company including, without limitation, pursuant to Section 5.2.1), other than a registration statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend reinvestment plan, then the Company shall specify (i) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (ii) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be sold included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The Company will notify all All holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes proposing to include all distribute their securities through a Piggy-Back Registration that involves an underwriter or a portion of underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Piggy-Back Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 5150.1% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its reasonable best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Securities Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five four years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will agree to use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.45.2.1.

Grant of Right. The If at any time prior to the Expiration Date, the Registration Statement is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Delivered Securities (“Majority Holders”), agrees to use its best commercially reasonable efforts to register (the “Demand Registration”) under the Act on one occasiontwo occasions, all or any portion of the Purchase Options shares of Common Stock issued or issuable upon conversion or exercise, as the case may be, of the Delivered Securities requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such each occasion, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period which the Majority Holders hold any of five years beginning on the Effective DateDelivered Securities or Registrable Securities. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants, Delivered Securities and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Purchase Warrants, Delivered Securities or Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be obligated to effect more than two (2) Demand Registration under this Section 5.1.45.1 in respect of all Registrable Securities during the five year period after the Effective Date.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration (as defined below) for such period as may be applicable to deferment of any demand registration to which any such Piggy-Back Registration relates, in each case if the Company shall furnish to the Demanding Holders 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, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.

Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or shall have the underlying Units and/or right commencing on December 5, 1996 and up to 5:00 p.m., New York Time, on August 20, 2002, to include the underlying Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-4 or S-8 or any successor forms), provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholders), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Purchase Options Registrable Securities requested to be so registered, provided, further, that if any Registrable Securities are so excluded, then the number of securities to be sold by all stockholders in such public offering shall be apportioned pro rata among all such selling stockholders, including all Holder(s) of the Majority Holders Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all Holder(s) of the Registrable Securities. If, subsequent to exercise of the demand registration right referred to in the Initial Demand Notice and all preceding Section 5.1, any Registrable Securities requested to be included in an offering ("Other Offering") pursuant to the "piggyback" rights described in this Section are not so included because of the securities underlying such Purchase Optionsoperation of the first provision of the preceding sentence, including then the UnitsHolder(s) of the Registrable Securities shall have the right, Common Stockto require the Company, the Warrants at is expense, to prepare and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to under the Registration Statement Act covering the such Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have cause such registration statement or post-effective amendment declared to become effective as soon if the Holder(s) had a further demand registration right as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on provided in Section 5.1 (but without the Effective Date. The Initial Demand Notice shall specify requirement that such Holder(s) constitute "Majority Holder(s)"), provided, that if the number of shares of underwriter so requested, such Registrable Securities proposed to shall not be sold and until the intended method(s) expiration of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten 180 days from the effective date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Other Offering.

Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities ordinary shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Ordinary Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or with the Commission (a post-effective amendment to the “Demand Registration Statement Statement”) covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 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 post-effective amendment declared effective as soon as possible thereafteruntil thirty days after such offering is consummated. The demand for registration may be made at any time during a period of five four years beginning on the Effective Exercise Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless a registration statement covering the exercise of this Underwriter Warrant, the Warrant Units, the exercise of the Warrants and the sale of the Common Shares underlying the Units by the Holder is in effect and available (the “Registration Condition”), the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units Underwriter Warrants and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities Units underlying such Purchase Optionsthis Underwriter Warrant, including the Units, Common Stock, the Warrants and the Common Stock Shares underlying the Warrants included in the Underwriter Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to with the Registration Statement Commission covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or post-effective amendment declared effective as soon as possible thereafter(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 during a period of five four (4) years beginning on the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Underwriter Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Ordinary Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock Ordinary Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or with the Commission (a post-effective amendment to the “Demand Registration Statement Statement”) covering the Registrable Securities within sixty (60) days after receipt of the Initial a Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; 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 pursuant to Section 4.2 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 post-effective amendment declared effective as soon as possible thereafteruntil thirty days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify commencement of sales of the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofOffering. The Company will notify covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options Warrants and/or the Registrable Securities of the demand within ten days from after the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on December 1, 2020, the date that the Company’s initial registration statement filed with the U.S. Securities and Exchange Commission, file number 333-232189, was declared effective (“Effective Date”). The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the shares of Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% Holders of the Purchase Options and/or shall have the underlying Units and/or right for a period of seven years commencing on the underlying Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act, pursuant to Form S-8 or for an offering of debt securities that is convertible into equity securities of the Company); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities ( the "Maximum Amount") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration: first, the shares of Common Stock or other securities that the Company or, if the registration of securities is a registration that is being filed pursuant to demand registration rights of any other holder(s) of the Company's securities (“Majority "Other Demand Holders”"), agrees such Other Demand Holders desire to use its best efforts sell, second, the Registrable Securities for which registration has been requested hereunder together with any securities for which piggy-back registration has been requested by the holders thereof pursuant to the Registration Rights Agreement dated as of the date hereof by and among the Company and certain Investors named therein, pro rata, (according to the total number of securities of the Company owned by such selling security holders) that can be sold without exceeding the Maximum Amount and third to the extent that the Maximum Amount has not been reached under the foregoing clauses first and second the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register (pursuant to written contractual arrangements with such persons that can be sold without exceeding the “Demand Registration”) under Maximum Amount. The Company shall give written notice of such proposed filing to the Act on one occasion, all or any portion Holders of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable, but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed to be sold and the intended method(sas such holders may request in writing within five (5) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the following receipt of any such Initial Demand Noticenotice (a "Piggy-Back Registration"). Each holder of Registrable Securities who wishes All Holders proposing to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have distribute their Registrable Securities included through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Demand underwriter or underwriters selected for such Piggy-Back Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Closing Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(sholder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderHolders”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options this Warrant and/or the underlying Units and/or the underlying securities Warrant Stock (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Purchase Options this Warrant requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty 60 days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period after the 90th day following the closing of five years beginning on the Effective Initial Business Combination (the “Release Date”). The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options this Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) 15 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. Further, subject the Company shall not be obligated to Section 5.1.4deliver securities tot he holder until such time, if any, that a registration statement is declared effective. If the Company uses its bests efforts to comply with such provisions then it shall have no liability due to a delay in the registration or the effectiveness of such registration statement. Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will the Company be required to net cash settle the exercise of this Warrant. As a result of the foregoing, this Warrant may expire unexercised.

Grant of Right. The Company, upon written demand (“"Initial Demand -------------- Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities shares of Common Stock (“"Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Purchase Options (collectively, collectively the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible promptly thereafter. Should this registration or the effectiveness thereof be delayed by the Company, the exercisability of the Purchase Options shall be extended for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not extend beyond five years from the Effective Date. Moreover, if the Company fails to comply with the provisions of this Section 5.1.1, the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any and all incidental, special and consequential damages sustained by the Holder(s). The demand for registration may be made at any time during a period of five years beginning commencing on the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities shares of Common Stock and Warrants (“"Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities Securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, collectively the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible promptly thereafter. Should this registration or the effectiveness thereof be delayed by the Company, the exercisability of the Purchase Options shall be extended for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not extend beyond five years from the Effective Date. Moreover, if the Company fails to comply with the provisions of this Section 5.1.1, the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any and all incidental, special and consequential damages sustained by the Holder(s). The demand for registration may be made at any time during a period of five four years beginning on one year from the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Unless all of the Registrable Securities (defined as below) are included in an effective registration statement with a current prospectus, if in the opinion of counsel Rule 144 is not available as an exemption from registration for the resale of the Registrable Securities (as defined below), the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units Representative’s Warrants and/or the underlying securities (“Majority HoldersHolder(s)”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock remaining Class A Ordinary Shares underlying the Warrants Purchase Warrant (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will use its best efforts to file a new registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty thirty (30) days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of after 180 days from the Commencement Date, but no later than five (5) years beginning on from the Effective Commencement Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify by any Holder(s) to all other registered Holders of the number of shares of Underwriter’s Warrants and/or the Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities , who wishes to include all or a portion shall have ten (10) days from the receipt of such holder’s Registrable Securities Notice in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so which to notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled their desire to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Registration Statement.

Grant of Right. The If at any time prior to the Expiration Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrant and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, the Shares underlying all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1.44.1 in respect of all Registrable Securities.

Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.

Grant of Right. The CompanyHolders of this Warrant shall have the right for a period of seven years from the Commencement Date to include all or any part of this Warrant and the shares of Common Stock underlying this Warrant (collectively, upon written demand the "Registrable Securities") as part of any registration of securities filed by the Company (“Initial Demand Notice”other than in connection with a transaction contemplated by Rule 145(a) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) promulgated under the Act on one occasionor pursuant to Form S-8 or any equivalent form); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without materially and adversely affecting the entire offering, the Company shall nevertheless register all or any portion of the Purchase Options requested Registrable Securities required to be so registered but such Registrable Securities shall not be sold by the Majority Holders in until 90 days after the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement for such offering has become effective or a post-effective amendment for such longer period as the managing underwriter may require; and provided further that, if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the Registration Statement covering the Registrable Securities within sixty days after receipt expiration of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify period, the number of shares of Registrable Securities proposed securities to be sold and the intended method(s) of distribution thereof. The Company will notify by all stockholders in such public offering during such period shall be apportioned pro rata among all such selling stockholders, including all holders of the Purchase Options and/or Registrable Securities Securities, according to the total amount of securities of the demand within ten days from the date Company owned by said selling stockholders, including all holders of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Securities.