Common use of Grant of Right Clause in Contracts

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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.

Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Company proposes Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities ("MAJORITY HOLDERS"), agrees to register any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Common Stock, the Company shall give prompt written notice Warrants and the Common Stock underlying the Warrants (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration andcollectively, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares, agrees to effect such a registration andregister, subject to on one (1) occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Warrant Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 beginning on the Initial Exercise Date and expiring on the fifth anniversary of the date of the Underwriting Agreement (as defined below) in accordance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Company proposes Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities ("MAJORITY HOLDERS"), agrees to register any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Ordinary Shares, the Warrants and the Ordinary Shares underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holders of at least 51% of the Purchase Warrants and/or the underlying Shares, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 three (3) years beginning on the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders have (to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringDemand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-[●]) covering 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 periodremain effective.

Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or 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 (other than the "Maximum Number of Shares") which can be marketed (i) at a registration effected solely price reasonably related to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicabletheir then current market value, or and (ii) a without materially and adversely affecting the entire offering, then the Company shall include in any such registration: (i) If the registration statement on Form S-4is undertaken for the Company's account: (A) first, S-8 the shares of Common Stock or any successor form thereto or another form not available for registering other securities that the Shares issuable upon exercise Company desires to sell that can be sold without exceeding the Maximum Number of this Purchase Warrant for sale Shares; (B) second, to the public, whether for its own account or for extent that the account Maximum Number of one or more stockholders of Shares has not been reached under the Company foregoing clause (a “Piggyback Registration”A), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to shares of Common Stock, if any, including the filing of such registration statement) to 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 “Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Common Stock, if any, including the Registrable Securities”) , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders that are in effect on the Holders have date hereof (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever the Company proposes to register any securities shares of Common Stock under the Act (other than (i) 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 Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to 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 the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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 Effective Date.

Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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.

Grant of Right. Whenever the Company proposes to register any securities of its Common Shares under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Common Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Common Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Common Shares that the Company proposes to sell and (ii) second, the number of securitiesCommon Shares, 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 securities Common Shares 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.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act (other than or 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 registration effected solely price reasonably related to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicabletheir then current market value, or and (ii) a registration statement on Form S-4without materially and adversely affecting the entire offering, S-8 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 successor form thereto or another form not available portion of the Registrable Securities for registering a period of 90 days from the Shares issuable upon exercise effective date of this Purchase Warrant for 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 public, whether for its own account or for the account total amount of one or more stockholders securities of the Company (a “Piggyback Registration”)owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall give prompt written notice (of such proposed filing to the Holders of the Purchase Options as soon as practicable, but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe 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 “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. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (iintended method(s) firstof distribution, and the number name of securities that the Company proposes to sell and (ii) second, the number of securitiesproposed managing underwriter or underwriters, 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 offering, and offer the Holders in such notice the opportunity to register the sale of such number of securities then owned by each shares of Registrable Securities as such personholders may request in writing within five (5) days following receipt of such notice (a "Piggy-Back Registration"). If any Piggyback All Holders proposing to distribute their Registrable Securities through a Piggy-Back 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 that involves an underwriter or underwriters shall enter into an underwriting agreement in connection customary form with the underwriter or underwriters selected for 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 periodPiggy-Back Registration.

Grant of Right. Whenever If at any time on or after the Company proposes to register any securities under the Act (other than (i) a Initial Exercise Date, there is no effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicablestatement registering, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form the prospectus contained therein is not available for registering the issuance of the Warrant Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account Holder or for if the account of one or more stockholders resale of the Company Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Company, upon written demand (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 Warrant Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) Company shall not be required to be included within such registration. If comply with a Piggyback Registration is an underwritten offering and the managing underwriter advises Demand Notice if the Company that it has determined in good faith that marketing factors require filed a limit on registration statement with respect to which the number of securities Holder is entitled to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant piggyback registration rights pursuant to Section 5.2 hereof and either: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, until the Company shall select the investment banking firm offering covered by such registration statement has been withdrawn or firms to act as the managing underwriter or underwriters in connection with until sixty (60) days after such offeringoffering is consummated. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate The demand for registration may be made at any time beginning on the earlier of (i) Initial Exercise Date and expiring on the fifth anniversary of the Effective Date Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (ii10) days after the date that Rule 144 would allow of the Holder to sell its Registrable Securities during receipt of any ninety (90) day periodsuch Demand Notice.

Grant of Right. Whenever Unless all of the Registrable Securities are included in an effective registration statement with a current prospectus, the Holders of the Underwriter’s Warrants shall have the right for a period of not more than five (5) years from the Commencement Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act (other than (i) a registration effected solely or pursuant to implement an employee benefit plan Form S-8 or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 S-4 or any successor form thereto or another form not available for registering equivalent form); provided, however, that if, in the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder opinion of the Company’s intention to effect managing underwriters or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, shall and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that , but may require the Holders have (within ten (10) Business Days to agree, in writing, to delay the sale of all or any portion of the respective Holder’s receipt Registrable Securities for a such period, not to exceed one hundred eighty (180) days from the effective date of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten the offering and as the managing underwriter advises underwriters or underwriters may require, provided, further, that if the Company that it has determined in good faith that marketing factors require a limit on sale of any Registrable Securities is so delayed, then the number of securities to be included sold by each Holder of the Registrable Securities in such registrationpublic offering shall be made pro rata among them, including all Shares issuable upon exercise in proportion to the total amount of this Purchase Warrant (if securities of the Holder has elected Company owned by said Holders seeking to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringRegistrable Securities; provided, however, that the Company shall include 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 (i) first, the number of securities that the Company proposes statement or are not entitled to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on inclusion with the basis of the 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, 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 periodSecurities.

Grant of Right. Whenever If at any time prior to the Company proposes 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 Warrant and/or the underlying Shares (“Majority Holders”), agrees to use its best efforts to register any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, the Shares underlying all or a transaction to which Rule 145 any portion 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (within ten (10) Business Days Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities as expeditiously as possible after receipt of the respective Holder’s receipt of Initial Demand Notice and use its best efforts to have such notice) requested in writing (including such number) to be included within such registrationregistration statement or post-effective amendment declared effective as soon as possible thereafter. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Demand Registration. The Company shall include in such registration not be required to effect more than one (i1) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Demand 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 under this Section 4.1 shall terminate on the earlier in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety (90) day periodSecurities.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Subunits, Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant the Subunits and Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 Unless all of the Act is applicable, or Registrable Securities (iidefined as below) a are included in an effective registration statement on Form S-4with a current prospectus, S-8 or any successor form thereto or another form not available for registering the Shares Company, upon written demand (“Demand Notice”) of the Holder(s) of Warrants to purchase at least 51% of the number of shares of Common Stock initially issuable upon exercise of pursuant to this Purchase Warrant for sale and all other Warrants initially issued pursuant to the public, whether for its own account or for Underwriting Agreement and/or the account of one or more stockholders of the Company underlying securities (a “Piggyback RegistrationMajority Holder(s)”), the Company shall give prompt written notice (in agrees to register on up to two occasions, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 the Purchase Warrant 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 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 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 after the Commencement Date, but no later than five (5) years therefrom. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Underwriter’s Warrants and/or the Registrable Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such Demand Notice, who shall have five (5) days from the receipt of such notice) requested Notice in writing (including such number) which to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises notify the Company that it has determined in good faith that marketing factors require a limit on the number of securities their desire to be have their Registrable Securities included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodstatement.

Grant of Right. Whenever 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 register (the "Demand Registration") 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 proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders 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 (a “Piggyback Registration”), the Company shall covenants and agrees to give prompt written notice (in of its receipt of any event no later than Initial Demand Notice by any Holder(s) to all other registered Holders of the Purchase Options and/or the Registrable Securities within ten (10) Business Days prior days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to the filing include all or a portion of such registration statement) to holder's Registrable Securities in the Holder Demand Registration (each such holder including shares of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include Registrable Securities in such registration such number of Shares underlying this Purchase Warrant , a "Demanding Holder") shall so notify the Company within fifteen (15) days after the “Registrable Securities”) that receipt by the Holders have (within ten (10) Business Days holder of the respective Holder’s receipt of notice from the Company. Upon any such notice) requested in writing (including such number) request, the Demanding Holders shall be entitled to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be have their Registrable Securities included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Demand Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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.

Grant of Right. Whenever At any time after the Company proposes to register any securities under Initial Exercise Date until three (3) years after the Act (other than (i) a Closing Date that there is not then an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement registering for resale all of the Act is applicableRegistrable Securities (defined hereafter), or (ii) a registration statement on Form S-4the Company, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 Warrant Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of 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 (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 beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the subject to Section 5.1.4. The Company shall include in such registration not be obligated to effect more than one (i1) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Demand 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 under this Section 4.1 shall terminate on the earlier 5.1 in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety (90) day periodSecurities.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) Unless a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering covering the Shares issuable upon exercise of this Purchase Warrant for and the sale to the public, whether for its own account or for the account of one or more stockholders of the Company Shares by the Holder is in effect and available, the Company, upon written demand (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Shares (“Majority Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 or after the Commencement Date and for a period of no more than five (5) years from the Effective Date or the commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registrationDemand Notice. If a Piggyback Registration is an underwritten offering and Notwithstanding the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringforegoing, the Company shall include in such registration (i) first, the number of securities that the Company proposes not be required to sell and (ii) second, the number of securities, 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 securities then owned by each such person. If register 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 Registrable Securities pursuant to this Section 4.1 shall terminate on the earlier that are subject 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 perioda then effective registration statement.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act (other than (i) a registration effected solely or pursuant to implement an employee benefit plan or a transaction to which Rule 145 of Form S-8); provided, however, that if, in 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever the Company proposes to register any securities under the Act The Company, upon written demand (other than (i“Initial Demand Notice”) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (iiHolder(s) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders at least 50.1% of the Company Purchase Options and/or the underlying Units and/or the underlying securities (a “Piggyback RegistrationMajority Holders”), agrees to use its reasonable best efforts to register (the Company shall give prompt written notice (in any event no later than ten (10“Demand Registration”) Business Days prior to under the filing of such registration statement) to the Holder Securities Act on two occasions, all of the Company’s intention 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 effect such Rule 144 or other exemption from registration without a registration andvolume limitation (collectively, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”). On such occasion, the Company will 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 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 intended method(s) that of distribution of the Holders have (Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company and complete a selling shareholder questionnaire. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe 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 Company shall include in such registration (i) first, Registration Statement covering the number resale of securities that the Company proposes to sell and (ii) second, Registrable Securities which the number of securities, if any, Demanding Holders have 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 securities 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 registered and (iib) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day periodcause such registration statement to be declared effective as soon as possible thereafter.

Grant of Right. Whenever If at any time prior to the Company proposes to register any securities under Expiration Date, the Act Registration Statement is no longer effective, the Company, upon written demand (other than (i“Initial Demand Notice”) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (iiHolder(s) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders at least 51% of the Company Warrant Shares (a “Piggyback RegistrationMajority Holders”), agrees to use its best efforts to register (the Company shall give prompt written notice (in “Demand Registration”) under the Securities Act on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion of the Company’s intention to effect such a registration and, subject to Warrant Shares requested by the remaining provisions of this Section 4.1, shall include Majority Holders in such registration such number of Shares underlying this Purchase Warrant the Initial Demand Notice (the “Registrable Securities”). The Company will use its best efforts to file a registration statement covering the Registrable Securities within thirty (30) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement 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 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 Holders have effective date of 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 Company 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 Warrant Shares of the demand within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Initial Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all 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 Warrant Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringthe Demand Registration. Subject to Section 4.1.2, the Company shall include not be obligated to effect more than one Demand Registration under this Section 4.1.1 in such registration (i) first, the number respect of securities that the Company proposes to sell all Warrant Shares and (ii) second, the number of securities, 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 securities 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 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 obligations commencement of sales of the Company offering pursuant to which 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 periodWarrant is being issued.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holder(s) of at least 51% (the “Majority Holders”) of the Purchase Options and/or the underlying Units and/or the underlying Securities, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1Purchase Option and the underlying Securities (collectively, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that as requested by the Majority Holders. The Company will 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 Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Purchase Options and/or the Registrable Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Registration.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Ordinary Share, the Company shall give prompt written notice Warrants and the Ordinary Share underlying the Warrants (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration andcollectively, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever Subject to the Company proposes to register any securities under the Act (other than (i) 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 further requirements of this Purchase Warrant for sale to subsection 4.4.1, the publicCompany, whether for its own account or for the account of one or more stockholders of the Company upon written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holders of at least 51% of the Purchase Warrants and/or the underlying Shares, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this the Purchase Warrant Warrants (excluding any Shares which 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) (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 file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 on one occasion during the three (3) year period beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders have (to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect 's managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company's securities (the "MAXIMUM NUMBER OF SHARES") 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: (i) If the registration such number is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy- back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 seventh 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.

Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Company proposes 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 any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”) of Purchase Warrant Holders who hold at least 51% of the Purchase Warrants and/or the underlying Shares (the “Majority Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice (the “Inclusion Notice”) of its receipt of any Demand Notice by the Majority Holders to all other Purchase Warrant Holders (the “Other Holders”) within ten (10) Business Days days after the date of the respective Holder’s receipt of any such noticeDemand Notice. The Company agrees to include in such registration statement such Registrable Securities with respect to which it has received a written request to register (the “Tag Along Notice”) requested in writing from such Other Holders thereof (including provided that such numberrequest is received by the Company within twenty (20) to be included within such registrationdays after the sending of the Inclusion Notice). If a Piggyback Registration is an underwritten offering and the managing underwriter advises any Other Holder does not timely notify the Company of his desire that it has determined in good faith that marketing factors require a limit on the number of securities to his Registrable Securities be included in such registration, including all Shares issuable upon exercise of the Other Holder’s rights under this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company Section 4.1.1 shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringterminate. Notwithstanding anything to the contrarycontained in this Purchase Warrant, the obligations Holder may not demand or participate in a registration under this Section 4.1.1 if all of the Company Registrable Securities of the Holder may then be sold without registration under the Act 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 promulgated under the Holder to sell its Registrable Securities during any ninety (90) day periodAct.

Grant of Right. Whenever Unless all of the Company proposes to register any securities under the Act Registrable Securities (other than (ias defined below) are included in an effective registration statement with a registration effected solely to implement an employee benefit plan current prospectus or a transaction to which Rule 145 of qualified offering statement with a current registration statement, the Act is applicableCompany, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holder, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Ordinary Shares underlying this Purchase Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice; provided, however, that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) Company shall not be required to be included within such registration. If comply with a Piggyback Registration is an underwritten offering and the managing underwriter advises Demand Notice if the Company that it has determined in good faith that marketing factors require filed a limit on registration statement with respect to which the number of securities Holder is entitled to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant piggyback pursuant to Section 4.2 and either: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement; or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf 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 date of commencement of sales of the 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 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 by which the Company shall select the investment banking firm or firms file such Demand Registration Statement shall be extended 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 thirty (30) calendar days following the earlier of (i) the fifth anniversary of the Effective Date and (iix) the date that on which the Company is next required to file its financial statements on Form 20-F under the Securities Exchange Act of 1934, and (y) the date on which the 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 144 would allow 12b-25 under the Holder to sell its Registrable Securities during any ninety (90) day periodExchange Act of 1934.

Grant of Right. Whenever 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 register (the "Demand Registration") 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 proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securiites proposed to be included sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Purchase Options and/or the Registrable Securities 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, including all Shares issuable upon exercise a "Demanding Holder") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Registration.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Ordinary Shares, if any, including the Registrable Securities”) , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders that are in effect on the Holders have date hereof (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever the Company proposes to register any securities shares of the Common Stock under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to 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 the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have Holder has (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of the Common Stock to be included in such registration, including all of the Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of the Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of the Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares 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 securities shares of the Common Stock then owned by each such personperson and to which such registration rights apply. 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.

Grant of Right. Whenever The Company, upon written demand (“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 register (the “DEMAND REGISTRATION”) under the Act, all or any portion of the Purchase Options requested by the Majority Holders in the Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Shares, the Warrants and the Common Shares underlying the Warrants (collectively, the “REGISTRABLE SECURITIES”). On such occasion, the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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 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, including all Shares issuable upon exercise a “DEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the subject to Section 5.1.4. The Company shall include not be obligated to effect more than one Demand Registration under this Section 5.1 in such registration (i) first, the 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) allocated pro rata among all such persons on the basis respect of the 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, 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 periodSecurities.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or 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 (other than the "Maximum Number of Shares") which can be marketed (i) at a registration effected solely price reasonably related to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicabletheir then current market value, or and (ii) a without materially and adversely affecting the entire offering, then the Company shall include in any such registration: (i) If the registration statement on Form S-4is undertaken for the Company's account: (A) first, S-8 the Ordinary Shares or any successor form thereto or another form not available for registering other securities that the Shares issuable upon exercise Company desires to sell that can be sold without exceeding the Maximum Number of this Purchase Warrant for sale Shares; (B) second, to the public, whether for its own account or for extent that the account Maximum Number of one or more stockholders of Shares has not been reached under the Company foregoing clause (a “Piggyback Registration”A), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Ordinary Shares, if any, including the filing of such registration statement) to 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 “Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and (if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes Holder(s) of more than fifty percent (50%) of the Shares subject to Purchase Options and/or the underlying Shares (“Majority Holders”), agrees to use its commercially reasonable efforts to register any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Option requested by the Majority Holders in the Initial Demand Notice and all of the Shares issuable upon exercise of this underlying such Purchase Warrant for sale to the publicOption, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”). On such occasion, the Company will use its commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within ninety (90) that days after receipt of the Holders Initial Demand Notice and use its 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 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 Option and/or Registrable Securities of the demand within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holders of at least 51% of the Purchase Warrants and/or the underlying Shares, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 three (3) years beginning on the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders have (to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringDemand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering 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 periodremain effective.

Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) 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-4S-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Subunits, Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant 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 have (within ten (10) Business Days a certificate signed by the Chief Executive Officer of the respective Holder’s receipt 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 notice) requested in writing (including such number) Registration Statement to be included within effected at such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises time; provided further, however, that the Company that it has determined shall not have the right to exercise the right set forth in good faith that marketing factors require the immediately preceding proviso more than twice in any 365-day period in respect of a limit 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 securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the subject to Section 5.1.4. The Company shall include in such registration not be obligated to effect more than one (i1) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Demand 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 under this Section 4.1 shall terminate on the earlier 5.1 in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety (90) day periodSecurities.

Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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; provided that the Company shall not be required to 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 that is then effective under the Act. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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.

Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities shares of its Common Stock under the Securities Act (other than (i) a registration effected solely statement to implement register shares under an employee benefit plan or to effect a transaction to which Rule 145 of the Securities 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”) that the Holders have 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. If a Piggyback Registration is If, in connection with an underwritten offering and offering, the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of 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 securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated person as a primary underwritten offering on behalf compared to the total number of the Company, the Company shall select the investment banking firm or firms to act as shares the managing underwriter or underwriters 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 such offeringthe 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 Effective Date, in accordance with FINRA Rule 5110(g)(8)(D)).

Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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 Effective Date.

Grant of Right. Whenever If at any time and from time to time on or after the date the Company proposes to register any securities under consummates the Act Business Combination, the holders (other than (i“Demanding Holders”) of at least a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 majority in interest of the Act is applicablethen-outstanding number of registrable securities (as defined in the Registration Rights Agreement among the Company, or (ii) a registration statement on Form S-4the Sponsor, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more initial stockholders of the Company and Holder, dated as of [ ], 2021 (a the “Piggyback RegistrationRegistration Rights Agreement”), the Company shall give prompt written notice ) (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”) that may make a written demand for registration of all or part of their Registrable Securities, which written demand shall describe 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. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationregistration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, including within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all Shares issuable upon exercise other holders of this Purchase Warrant (if the Holder has elected Registrable Securities of such demand, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such Shares holder’s Registrable Securities in a registration pursuant to a Demand Registration (each such holder that includes all or a portion of such holder’s Registrable Securities in such Piggyback Registration, a “Requesting Holder”) and all other Shares proposed shall so notify the Company, in writing, within five (5) days after the receipt by the holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such underwritten offering, a registration pursuant to a Demand Registration and the Company shall include in such registration effect, as soon thereafter as practicable, but not more than forty five (i45) firstdays immediately after the Company’s receipt of the Demand Registration, the number registration of securities that all Registrable Securities requested by the Company proposes Demanding Holders and Requesting Holders pursuant to sell and (ii) secondsuch Demand Registration. Notwithstanding the provisions set forth herein, the number of securities, if any, requested right to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback a Demand 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 set forth with such offering. Notwithstanding anything respect to the contrary, the obligations of the Company pursuant to this Section 4.1 Registrable Securities held by Holder may only be exercised one (1) time and shall terminate on the earlier of (i) the fifth anniversary of Expiration Date or five years from the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day periodCommencement Date.

Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) 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-4X-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of 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 securities 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.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Ordinary Shares, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes Holder(s) of at least 51% of the Warrants and/or the underlying Ordinary Shares (“Majority Holders”), agrees to use its best efforts to register any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Warrants requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant such Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included sold and the intended method(s) of distribution thereof. The Company will notify all holders of the 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the subject to Section 5.1.4. The Company shall include in such registration not be obligated to effect more than one (i1) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Demand 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 under this Section 4.1 shall terminate on the earlier 5.1 in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety (90) day periodSecurities.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holders of at least 51% of the Purchase Warrants and/or the underlying Shares, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 three (3) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holders have (to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringDemand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering 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 periodremain effective.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant 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 and type of Registrable Securities proposed to be sold and the intended method(s) that of distribution thereof. The Company will notify all holders of the Holders have (Purchase Options and/or Registrable Securities of the demand within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand (an "Initial Demand Notice") of the holder(s) of at least an aggregate of 51% of all outstanding Purchase Options issued by the Company proposes and/or the underlying Units and/or the underlying securities (the "Majority Holders"), agrees to use its best efforts to register on one occasion, all or any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or (ii) including the Units, Ordinary Shares, the Warrants and the Ordinary Shares underlying the Warrants(collectively, the "Registrable Securities"). On such occasion, the Company will use its best efforts to file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a "Demanding Holder") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.2.1.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 Unless all of the Act is applicable, or Registrable Securities (iidefined as below) a are included in an effective registration statement on Form S-4with a current prospectus, S-8 or any successor form thereto or another form not available for registering the Shares issuable Company, upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders written demand (“Demand Notice”) of the Company Holder(s) of at least 51% of the Purchase Warrants and/or the underlying securities (a “Piggyback RegistrationMajority Holder(s)”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior agrees to the filing of such registration statement) to the Holder of register, once at the Company’s intention to effect such a registration andexpense and once at the Majority Holder’s expense, subject to all or any portion of the remaining provisions of this Section 4.1Ordinary Shares (collectively, shall include in such registration such number of Shares underlying this Purchase Warrant (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 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 Demand Notice and use its 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 after one (1) year from the date of effectiveness of the Registration Statement, but no later than five (5) years from the effective date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such Demand Notice, who shall have five days from the receipt of such notice) requested Notice in writing (including such number) which to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises notify the Company that it has determined in good faith that marketing factors require a limit on the number of securities their desire to be have their Registrable Securities included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodStatement.

Grant of Right. Whenever The Company, upon written demand (the Company proposes "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 (the "MAJORITY HOLDERS"), agrees to register any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 on one occasion, all of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file a registration statement on Form S-4, S-8 for use in an offering of the Registrable Securities from time-to-time or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale a post-effective amendment to the public, whether for its own account or for the account of one or more stockholders Registration Statement covering all of the Company Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty (a “Piggyback Registration”), 60) days after receipt of the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statementstatement 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) to years beginning on the Holder Effective Date. The Initial Demand Notice shall specify the intended method(s) of distribution 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 “Registrable Securities”) that . The Company will notify all holders of the Holders have (Purchase Options and/or Registrable Securities of the demand within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 Unless all of the Act is applicable, or Registrable Securities (iidefined as below) a are included in an effective registration statement on Form S-4with a current prospectus, S-8 or any successor form thereto or another form not available for registering the Shares issuable Company, upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders written demand (“Demand Notice”) of the Company Holder(s) of at least 51% of the Purchase Warrants and/or the underlying securities (a “Piggyback RegistrationMajority Holder(s)”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior agrees to the filing of such registration statement) to the Holder of register, once at the Company’s intention to effect such a registration andexpense and once at the Majority Holder’s expense, subject to all or any portion of the remaining provisions of this Section 4.1Ordinary Shares (collectively, shall include in such registration such number of Shares underlying this Purchase Warrant (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 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 Demand Notice and use its 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 after one (1) year from the date of commencement of sales of the offering, but no later than five (5) years from the date of commencement of sales of the offering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such Demand Notice, who shall have five days from the receipt of such notice) requested Notice in writing (including such number) which to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises notify the Company that it has determined in good faith that marketing factors require a limit on the number of securities their desire to be have their Registrable Securities included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodStatement.

Grant of Right. Whenever Unless all of the Company proposes to register any securities under the Act Registrable Securities (other than (ias defined below) are included in an effective registration statement with a registration effected solely to implement an employee benefit plan current prospectus or a transaction to which Rule 145 of qualified offering statement with a current registration statement, the Act is applicableCompany, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holder, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Ordinary Shares underlying this Purchase Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice; provided, however, that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) Company shall not be required to be included within such registration. If comply with a Piggyback Registration is an underwritten offering and the managing underwriter advises Demand Notice if the Company that it has determined in good faith that marketing factors require filed a limit on registration statement with respect to which the number of securities Holder is entitled to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant piggyback pursuant to Section 4.2 and either: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement; or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf 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 date of commencement of sales of the 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 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 by which the Company shall select the investment banking firm or firms file such Demand Registration Statement shall be extended 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 thirty (30) calendar days following the earlier of (i) the fifth anniversary of the Effective Date and (iix) the date that on which the Company is next required to file its financial statements on Form 20-F under the Securities Exchange Act of 1934, and (y) the date on which the 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 144 would allow 12b-25 under the Holder to sell its Registrable Securities during any ninety (90) day periodExchange Act of 1934.

Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its common stock under the Act (other than (i) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “”Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “”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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of 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 securities 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 commencement of sales of the public offering.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Shares (“Majority Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 the Purchase Warrant 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) that the to all other registered Holders have (of Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such noticeDemand 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) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and calendar days after receipt of the managing underwriter advises above-described notice from the Company, so notify the Company that it has determined in good faith that marketing factors require a limit on writing, and in such notice shall inform the Company of the number of securities Registrable Securities such Holder wishes to be included include in such registrationregistration statement. On such occasion, including all Shares issuable upon exercise the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of this Purchase Warrant 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: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, until the Company shall select 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 investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringCommencement Date. Notwithstanding anything to the contraryforegoing, if the obligations board of directors of the Company pursuant to Company, in its good faith judgment, determines that any registration of Registrable Securities under this Section 4.1 shall terminate on 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 earlier of Company, including negotiations related thereto, or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company or otherwise make it undesirable for the Company to complete a demand registration at that time (ia “Valid Business Reason”), (x) the fifth anniversary Company may postpone filing a Registration Statement (but not the preparation of the Effective Date 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 (iiy) in case a Registration Statement has been filed relating to a demand registration, the date that Rule 144 would allow Company may postpone amending or supplementing such registration statement, (in which case, if the Holder 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 such registration statement). The Company shall give written notice to sell its all Holders of Registrable Securities during any ninety who have elected to participate in the demand registration of its determination to postpone filing, amending or supplementing a 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 (90) day period.which notice shall notify each Holder only of the occurrence of such an event or the fact that it no longer exists and shall provide no additional information regarding such event to the extent such information would constitute material nonpublic information)

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Ordinary Shares, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Rights, Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant the Rights and the Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever Upon written demand (the Company proposes to register any securities under the Act (other than (i"DEMAND NOTICE") a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (iiHolder(s) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders at least 51% in interest of the Company Purchase Options and/or the underlying Units and/or the underlying securities (a “Piggyback Registration”the "MAJORITY HOLDERS"), the Company shall give prompt written notice agrees to register (the "DEMAND REGISTRATION") under the Act on one occasion, all of the Purchase Options requested by the Majority Holders in any event no later than ten the 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 (10collectively, the "REGISTRABLE SECURITIES"). Within sixty (60) Business Days prior days after receipt of the Demand Notice, the Company will file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the filing Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time and use its 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 Demand Notice shall specify the intended method(s) of distribution of the Registrable Securities. The Company will notify all holders of Purchase Options and/or Registrable Securities of the receipt of such registration statement) Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable Securities in the Holder Demand Registration (each such holder including shares of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include Registrable Securities in such registration such number of Shares underlying this Purchase Warrant (registration, a "DEMANDING HOLDER") shall so notify the “Registrable Securities”) that the Holders have (Company within ten (10) Business Days days after the receipt by the holder of the respective Holder’s receipt of notice from the Company. Upon any such notice) requested in writing (including such number) request, the Demanding Holders shall be entitled to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be have their Registrable Securities included in such registrationthe Demand Registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected subject to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 reductions 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 period6.1.4.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect 's managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company's securities (the "MAXIMUM NUMBER OF SHARES") 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: (i) If the registration such number is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever 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 Securities, including the shares of Common Stock underlying the Warrant Securities, to the Holder or if Rule 144 is not available to the Holder without any volume or other limitations, the 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 proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant 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 Warrant for sale to the publicequivalent form); provided, whether for its own account or however, that if, solely in connection with any primary underwritten public offering for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Warrant Securities or shares of Common Stock underlying the Warrant Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall select be obligated to include in such Registration Statement only such limited portion of the investment banking firm or firms Warrant Securities and shares of Common Stock underlying such Warrant Securities with respect to act which the Holder requested inclusion hereunder as the managing underwriter shall reasonably permit. Any exclusion of Warrant Securities or underwriters shares of Common Stock underlying such Warrant Securities shall be made pro rata among the Holders seeking to include Warrant Securities and underlying shares of Common Stock in connection with such offering. Notwithstanding anything proportion to the contrarynumber 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 Common Stock unless the Company has first excluded all outstanding securities, the obligations holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Company pursuant to this Section 4.1 shall terminate on the earlier Warrant Securities and underlying shares 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 periodCommon Stock.

Grant of Right. Whenever The Company, upon written demand ("Initial Demand Notice") of the Holder(s) of more than 50% ("Majority Holders") of the Warrants and/or the underlying Common Stock (collectively "Registrable Securities"), agrees to register on one occasion, all or any portion of the Warrants and/or the underlying Common Stock requested by the Majority Holders in the Initial Demand Notice. Upon the request by the Majority Holders as set forth in the preceding sentence, the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) will file a registration statement on Form S-4covering the Registrable Securities within thirty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement declared effective as soon as possible thereafter. Should this registration or the effectiveness thereof be delayed by the Company, S-8 or any successor form thereto or another form not available the exercisability of the Warrants shall be extended for a period of time equal to the delay in registering the Shares issuable upon exercise of this Purchase Warrant for sale to the publicRegistrable Securities. Moreover, whether for its own account or for the account of one or more stockholders of if the Company (a “Piggyback Registration”), willfully fails to comply with the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering5.1.1, the Company shall include shall, in such 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 (imay be made at any time during a period of seven years beginning one year from the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) first, the 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) allocated pro rata among all such persons on the basis other registered Holders of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf Warrants and/or the Registerable Securities within ten days from the date of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with receipt of any 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 periodInitial Demand Notice.

Grant of Right. Whenever The Investor shall have the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableright, 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 exercisable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”) that the Holders have (NTN within ten (10) Business Days calendar days after receipt of the respective Holder’s receipt Disposition Notice of the Purchase Offer, to participate in the sale of NTN's Securities on the same specified terms and conditions of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registrationPurchase Offer, including all Shares issuable upon exercise the price per share. To the extent the Investor exercises such right of this Purchase Warrant (if participation in accordance with the Holder has elected to include such Shares in such Piggyback Registration) terms and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) firstconditions set forth below, the number of shares of the Common Stock (or securities convertible into such number of shares of Common Stock) that NTN may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Company proposes Investor shall be subject to the following terms and conditions: (a) The Investor may sell and all or any part of that number of Investor Securities equal to the product obtained by multiplying the aggregate number of shares of Common Stock (iior securities convertible into such number of shares of Common Stock) secondcovered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of securities, if any, requested to Investor Securities and (y) the denominator of which shall be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis sum of the number of securities then owned Investor Securities and NTN's Securities, each on an as-converted, fully-diluted basis. (b) The Investor may effect its participation in the sale by each delivering to NTN, for transfer to the purchase offeror, one or more certificates, properly endorsed for transfer, that represents the Investor Securities that the Investor elects to sell. (c) To the extent that any prospective purchaser or purchasers prohibit such personexercise of this co-sale right or otherwise refuses to purchase Investor Securities from the Investor exercising its co-sale right hereunder, NTN shall not sell to such prospective purchaser or purchasers any of NTN's Securities unless and until, simultaneously with such sale, NTN shall purchase such Investor Securities from the Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Disposition Notice. (d) In the event that the Investor elects not to sell all of the Investor Securities that it is entitled to sell pursuant to subsection (a) above, NTN shall have 120 days thereafter to sell the NTN's Securities that it proposed to sell in the Disposition Notice, at a price and upon terms no more favorable to the purchasers thereof than those specified in the Disposition Notice. If NTN has not sold all such NTN's Securities within such 120-day period, NTN shall not thereafter sell any Piggyback Registration is initiated as NTN's Securities unless it delivers 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 new Disposition Notice to the contrary, the obligations of the Company pursuant to this Investor in accordance with 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 period3.1.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or 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 (other than "Maximum Number of Shares") which can be marketed (i) at a registration effected solely price reasonably related to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicabletheir then current market value, or and (ii) a without materially and adversely affecting the entire offering, then the Company shall include in any such registration: (i) If the registration statement on Form S-4is undertaken for the Company's account: (A) first, S-8 the shares of Common Stock or any successor form thereto or another form not available for registering other securities that the Shares issuable upon exercise Company desires to sell that can be sold without exceeding the Maximum Number of this Purchase Warrant for sale Shares; (B) second, to the public, whether for its own account or for extent that the account Maximum Number of one or more stockholders of Shares has not been reached under the Company foregoing clause (a “Piggyback Registration”A), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to shares of Common Stock, if any, including the filing of such registration statement) to 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 “Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever the Company proposes to register any securities under the Act The Company, upon written demand (other than (i“Initial Demand Notice”) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (iiHolder(s) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders at least 51% of the Company Purchase Options and/or the underlying Units and/or the underlying securities (a “Piggyback RegistrationMajority Holders”), agrees to register (the Company shall give prompt written notice (in “Demand Registration”) on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion of the Company’s intention to effect Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such a registration andPurchase Options, subject to including the remaining provisions of this Section 4.1Units, shall include in such registration such number of Shares Common Stock, the Warrants and the Common Stock underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securiites proposed to be included sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Purchase Options and/or the Registrable Securities 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Registration.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicableThe Company, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Shares (“Majority Holders”), agrees to register on Form S-3 (except if the Company shall give prompt written notice (is not then eligible to register for resale the Registrable Securities, as defined below, on Form S-3, in any event no later than ten (10) Business Days prior to the filing of which case such registration statement) to the Holder shall be on another appropriate form in accordance herewith), on one occasion, all or any portion 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 the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act (other than or 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 registration effected solely price reasonably related to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicabletheir then current market value, or and (ii) a registration statement on Form S-4without materially and adversely affecting the entire offering, S-8 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 successor form thereto or another form not available portion of the Registrable Securities for registering a period of 90 days from the Shares issuable upon exercise effective date of this Purchase Warrant for 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 public, whether for its own account or for the account total amount of one or more stockholders securities of the Company (a “Piggyback Registration”)owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall give prompt written notice (of such proposed filing to the Holders of the Purchase Options as soon as practicable, but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe 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 “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. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (iintended method(s) firstof distribution, and the number name of securities that the Company proposes to sell and (ii) second, the number of securitiesproposed managing underwriter or underwriters, 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 offering, and offer the Holders in such notice the opportunity to register the sale of such number of securities then owned by each shares of Registrable Securities as such personholders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). If any Piggyback All Holders proposing to distribute their Registrable Securities through a Piggy-Back 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 that involves an underwriter or underwriters shall enter into an underwriting agreement in connection customary form with the underwriter or underwriters selected for 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 periodPiggy-Back Registration.

Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Company proposes Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities ("MAJORITY HOLDERS"), agrees to register any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Shares, the Warrants and the Shares underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Units, Ordinary Shares, Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the subject to Section 5.1.4. The Company shall include in such registration not be obligated to effect more than one (i1) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Demand 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 under this Section 4.1 shall terminate on the earlier 5.1 in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety (90) day periodSecurities.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Common Stock, the Company shall give prompt written notice Warrants and the Common Stock underlying the Warrants (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration andcollectively, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand (a “Demand Notice”) of the holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant ADSs (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant ADSs underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company proposes will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to register any securities under have the Act (other than registration statement 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) a the Holder has elected to participate in the offering covered by such registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicablestatement, 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 on Form S-4filed hereunder would require the Company to make a public disclosure of material non-public information, S-8 or any successor form thereto or another form not available for registering which disclosure in the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders 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 “Piggyback Registration”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 give prompt written notice promptly (but in any event no later than ten (10) Business Days prior within 10 days), upon determining to the filing of seek such registration statement) deferral, deliver to the each requesting Holder a certificate signed by an executive officer 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities stating 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) allocated pro rata among all is deferring such persons on the basis of the 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, 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 filing pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary 4.1.1 and a statement of the Effective Date and (ii) ground for such deferral; provided that the date that Rule 144 would allow Company shall not be required to provide any material non-public information to the Holder. The demand for registration may be made on only one occasion while Holder to sell its holds any of the Registrable Securities during a period of four (4) years beginning on the Commencement Date in accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company covenants and agrees to give written notice of its receipt of any ninety Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within fifteen (9015) day perioddays after the date of the receipt of any such Demand Notice.

Grant of Right. Whenever The Company, upon written demand (“Demand Notice”) of the Company proposes Holder(s) of at least 51% (the “Majority Holders”) of the Purchase Options and/or the underlying Units and/or the underlying Securities, agrees to register all or any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 portion of the Act is applicablePurchase Option and the underlying Securities (collectively, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”) that as requested by the Majority Holders. The Company will 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 Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Purchase Options and/or the Registrable Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Registration.

Grant of Right. Whenever If at any time after the Company proposes to register any securities under Commencement Date there is no effective registration statement registering, or no current prospectus available for, the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 resale of the Act is applicableShares by the Holder, or (ii) a registration statement on Form S-4the Company, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company written demand (a “Piggyback RegistrationDemand Notice”) of the Holder (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 Warrants and/or the underlying Shares (“Majority Holders”), ) agrees to register on Form S-3 (except if the Company shall give prompt written notice (is not then eligible to register for resale the Registrable Securities, as defined below, on Form S-3, in any event no later than ten (10) Business Days prior to the filing of which case such registration statement) to the Holder shall be on another appropriate form in accordance herewith), on one occasion, all or any portion 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 the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by the Majority Holders have (to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) Unless a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering covering the Shares issuable upon exercise of this Purchase Warrant for and the sale to the public, whether for its own account or for the account of one or more stockholders of the Company Shares by the Holder is in effect and available, the Company, upon written demand (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Shares (“Majority Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 the Purchase Warrant Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Purchase Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company proposes to register any securities under the Act (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 registration effected solely price reasonably related to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicabletheir then current market value, or 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 statement on Form S-4that is being filed pursuant to demand registration rights of any other holder(s) of the Company's securities ("Other Demand Holders"), S-8 or any successor form thereto or another form not available such Other Demand Holders desire to sell, second, the Registrable Securities for registering which registration has been requested hereunder that can be sold without exceeding the Shares issuable upon exercise of this Purchase Warrant for sale Maximum Amount, third to the publicextent 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, whether for its own account 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 one or more stockholders of other persons that the Company (a “Piggyback Registration”), is obligated to register pursuant to written contractual arrangements with such persons that can be sold without exceeding the Maximum Amount. The Company shall give prompt written notice (of such proposed filing to the Holders of the Purchase Options as soon as practicable, but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe 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 “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. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (iintended method(s) firstof distribution, and the number name of securities that the Company proposes to sell and (ii) second, the number of securitiesproposed managing underwriter or underwriters, 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 offering, and offer the Holders in such notice the opportunity to register the sale of such number of securities then owned by each shares of Registrable Securities as such personholders may request in writing within five (5) days following receipt of such notice (a "Piggy-Back Registration"). If any Piggyback All Holders proposing to distribute their Registrable Securities through a Piggy-Back 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 that involves an underwriter or underwriters shall enter into an underwriting agreement in connection customary form with the underwriter or underwriters selected for 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 periodPiggy-Back Registration.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to register any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Common Stock, the Company shall give prompt written notice Warrants and the Common Stock underlying the Warrants (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration andcollectively, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that ). On such occasion, the Holders have (Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Company proposes Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities ("MAJORITY HOLDERS"), agrees to register any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Common Shares, the Warrants and the Common Shares underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever Subject to the Company proposes to register any securities under other terms and conditions set forth herein, the Act (other than Company, at the request of Holders representing at least 51% of (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicablethis Purchase Option then outstanding, or (ii) a registration statement the underlying Units then outstanding, (iii) the underlying Warrants then outstanding and (iv) the underlying Common Stock then outstanding (in each case, determined 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders basis of the Company (a aggregate number of shares of underlying Common Stock then outstanding and issuable and, collectively, the “Piggyback RegistrationMajority Holders”), the Company shall give prompt written notice agrees to use its best efforts to register, pursuant to one (in 1) request for registration, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion of the Company’s intention 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 effect such a registration andbe freely transferable (collectively, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”). With respect to such request, the Company will use its best efforts to file a registration statement or a post-effective amendment to the 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 best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. To make such request, the 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 thereof (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 have (may not deliver an Initial Demand Notice prior to the consummation of the Initial Business Combination. The Company shall give written notice of its receipt of any Initial Demand Notice from any Holder to all other Holders of the Registrable Securities within ten (10) Business Days days after the date of its receipt of any such Initial Demand Notice, and any such other Holder of the respective Registrable Securities who wishes to include all or a portion of such Holder’s Registrable Securities in such demand registration shall so notify the Company within fifteen (15) days after such Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of notice from the Company. Once made, 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 a request for registration pursuant to an Initial Demand Notice provided in accordance with this Section 4.1 5.1.1 may not be revoked, except that such a request may be revoked (and shall terminate on not be deemed to have been made for purposes of determining the earlier rights of Holder under this Section 5.1.1) by the Majority Holders if (i) the fifth anniversary Majority Holders shall have received notice of a Blackout Period (as defined below) from the Effective Date Company and (ii) the date that Rule 144 would allow Majority Holders provide written notice to the Holder Company within (10) days after receipt of such notice requesting such revocation for the purpose of preserving the right to sell its Registrable Securities during any ninety (90) day periodrequest registration pursuant to an Initial Demand Notice at a time subsequent thereto.

Grant of Right. Whenever If at any time on or after the Company proposes to register any securities under the Act (other than (i) a Initial Exercise Date, there is no effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicablestatement registering, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form the prospectus contained therein is not available for registering the issuance of the Warrant Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account Holder or if Rule 144 for the account of one or more stockholders resale of the Company Warrant Shares is not available to the Holder without any volume or other limitations, the Company, upon written demand (a “Piggyback RegistrationDemand Notice”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares, agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of this Section 4.1, shall include in such registration such number of Warrant Shares underlying this Purchase Warrant the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) Company shall not be required to be included within such registration. If comply with a Piggyback Registration is an underwritten offering and the managing underwriter advises Demand Notice if the Company that it has determined in good faith that marketing factors require filed a limit on registration statement with respect to which the number of securities Holder is entitled to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant piggyback registration rights pursuant to Section 5.2 hereof and either: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, until the Company shall select the investment banking firm offering covered by such registration statement has been withdrawn or firms to act as the managing underwriter or underwriters in connection with until thirty (30) days after such offeringoffering is consummated. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate The demand for registration may be made at any time beginning on the earlier of (i) Initial Exercise Date and expiring on the fifth anniversary of the Effective Date Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (ii10) days after the date that Rule 144 would allow of the Holder to sell its Registrable Securities during receipt of any ninety (90) day periodsuch Demand Notice.

Grant of Right. Whenever In addition to the demand right of registration, described in Section 4.1 hereof the Holder shall have the right, for a period of four (4) years commencing on the Commencement 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 or pursuant to Form S-8 or any equivalent form). If at any time during the above-referenced time period, the Company proposes to register any securities file a registration statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders of the Company for their account (a “Piggyback Registration”or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 4.1), then the Company shall (x) give prompt written notice (in any event no later than ten (10) Business Days prior of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than thirty (30) days before the anticipated filing of such registration statement) to date, which notice shall describe 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 “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. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if y) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its reasonable best efforts to sell and (ii) second, the number of securities, 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 securities 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 cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything to a Piggy-Back Registration on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

Grant of Right. Whenever 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 the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Company, upon written demand (a "Demand Notice") of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares ("Majority Holders"), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the "Registrable Securities"). On such occasion, the Company proposes will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to register any securities under have the Act (other than 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(b) hereof and either: (i) a the Holder has elected to participate in the offering covered by such registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, statement or (ii) a if such 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 relates to an underwritten primary offering of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder securities of the Company’s intention to effect such a registration and, subject to until the remaining provisions of this Section 4.1, shall include in offering covered by such registration statement has been withdrawn or until thirty (30) days after such number offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of Shares underlying this Purchase Warrant (its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the “Warrants and/or the Registrable Securities”) that the Holders have (Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever The Company, upon written demand (“Initial Demand Notice”) of the Company proposes 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 any securities (the “Demand Registration”) under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion 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 Purchase Options requested by the Shares issuable upon exercise of this Purchase Warrant for sale to Majority Holders in the public, whether for its own account or for the account of one or more stockholders Initial Demand Notice and all of the Company (a “Piggyback Registration”)securities underlying such Purchase Options, including the Units, Rights Ordinary Shares, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to Warrants and the filing of such registration statement) to 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 Ordinary Shares underlying this Purchase Warrant the Rights and the Warrants (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (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 ten (10) Business Days sixty days after receipt of the respective Holder’s receipt 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 such notice) requested in writing (including such number) to be included within such registrationfive years beginning on the Effective Date. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever The Company, upon written demand (the Company proposes “Demand Notice”) by the majority holder(s) of the Warrants and/or the Warrant Shares of the Warrants (“Majority Holders”), agrees to use its best efforts to register any securities (the “Demand Registration”) under the Act on two (other than (i2) a registration effected solely to implement an employee benefit plan occasions, all or a transaction to which Rule 145 any portion of the Act is applicable, shares of Common Stock issued 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 Warrant for sale to conversion or exercise, as the publiccase may be, whether for its own account or for the account of one or more stockholders of the Company Warrant and/or Warrant Shares requested by the Majority Holder(s) in the Demand Notice (a “Piggyback Registration”)collectively, the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”). On such occasions, the Company will use its best efforts to file a registration statement covering the Registrable Securities within sixty (60) that the Holders have (within ten (10) Business Days days after receipt of the respective Holder’s receipt Demand Notice and use its best efforts to have such registration statement declared effective as soon as possible thereafter. A demand for registration may be made at any time during which the Majority Holders holds any of such notice) requested in writing (including such number) to be included within such registrationthe Warrant Shares or Registrable Securities. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrants, Warrant Shares and/or Registrable Securities of the demand within ten days from the date of the receipt of any such 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, including all Shares issuable upon exercise of this Purchase Warrant a “Demanding Holder”) shall so notify the Company within fifteen (if 15) Calendar Days after the receipt by the Holder has elected of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Demand Registration. The Company shall include in such registration not be obligated to effect more than two (i2) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 Demand Registrations under this Section 4.1 shall terminate on the earlier 5.1 in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety the five (905) day periodyear period after the Effective Date.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Ordinary Shares, if any, including the Registrable Securities”) , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders that are in effect on the Holders have date hereof (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever The Company, upon written demand made at any time beginning twelve (12) months from the Company proposes to register any securities under the Act Base Date and for a period of three (other than (i3) 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company years thereafter (a “Piggyback RegistrationDemand Notice”) of the Holder(s) of at least 25% of the Warrants and/or the Warrant Shares (the “Demanding Holders”), the Company shall give prompt written notice (in agrees to register, on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 Warrant Shares underlying this Purchase Warrant (collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its 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 (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. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities 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 outstanding. In addition, the 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 counsel to the Company. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Warrants and/or the Registrable Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Holder(s) of at least 50.1% 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 occasion, all 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 proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) will file a registration statement on Form S-4, S-8 for use in an offering of the Registrable Securities from time-to-time or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale a post-effective amendment to the public, whether for its own account or for the account of one or more stockholders 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 four years beginning on the Effective Date. The Initial Demand Notice shall specify the intended method(s) of distribution of 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 “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing portion of such registration statement) to holder's Registrable Securities in the Holder Demand Registration (each such holder including shares 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 “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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included Securities in such registration, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period5.1.4.

Grant of Right. Whenever If at any time during the first seven years following the Effective Date the Company proposes to register any securities file a Registration Statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders securityholders of the Company for their accounts (a “Piggyback Registration”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 (i) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe 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 “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. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if ii) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its best efforts to sell and (ii) second, the number of securities, 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 securities 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 cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything a Piggy-Back Registration to be included on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

Grant of Right. Whenever The Company, upon written demand (a "Demand Notice") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Shares ("Majority Holders"), agrees to register (the “Demand Registration”), on one occasion, all or any portion of the Shares underlying the Purchase Options (collectively the "Registrable Securities"). On such occasion, the Company proposes will file a registration statement with the SEC covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to register any securities under have the Act (other than 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) a the Holder has elected to participate in the offering covered by such registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, statement or (ii) a if such 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 relates to an underwritten primary offering of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder securities of the Company’s intention to effect such a registration and, subject to until the remaining provisions of this Section 4.1, shall include in offering covered by such registration statement has been withdrawn or until thirty (30) days after such number offering is consummated (or such other period of Shares underlying this time as set forth in the underwriting agreement for such underwritten offering). The demand for registration may be made at any time during a period of four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrant (Options and/or the “Registrable Securities”) that the Holders have (Securities within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, 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 securities 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 period4.1.4.

Grant of Right. Whenever If at any time prior to the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 earlier of the Act Expiration Date or the five-year anniversary of the Effective Date, a Registration Statement covering the issuance or resale of the Registrable Securities is applicableno longer effective, or the Company, upon written demand (ii“Initial Demand Notice”) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering of the Shares issuable upon exercise Holder(s) of this at least 51% of the Purchase Warrant for sale to and/or the public, whether for its own account or for the account of one or more stockholders of the Company underlying Shares (a “Piggyback RegistrationMajority Holders”), agrees to use its best efforts to register (the Company shall give prompt written notice (in “Demand Registration”) under the Act, on one occasion, the Shares underlying all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion 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 (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (within ten (10) Business Days Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities as expeditiously as possible after receipt of the respective Holder’s receipt of Initial Demand Notice and use its best efforts to have such notice) requested in writing (including such number) to be included within such registrationregistration statement or post-effective amendment declared effective as soon as possible thereafter. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offering, the Demand Registration. The Company shall include in such registration not be required to effect more than one (i1) first, the 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) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Demand 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 under this Section 4.1 shall terminate on the earlier in respect of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its all Registrable Securities during any ninety (90) day periodSecurities.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) Unless a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering covering the Shares issuable upon exercise of this Purchase Unit Warrant for sale to and the publicWarrant Units, whether for its own account or for the account of one or more stockholders exercise of the Company Warrants and the sale of the Common Shares underlying the Units by the Holder is in effect and available (a the “Piggyback RegistrationRegistration Condition”), the Company shall give prompt Company, upon written notice demand (in any event no later than ten (10a “Demand Notice”) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention Holder(s) of at least 51% of the Unit Warrants and/or the underlying securities (“Majority Holders”), agrees to effect such a registration andregister, subject to on one occasion, all or any portion of the remaining provisions of Units underlying this Section 4.1Unit Warrant, shall include in such registration such number of including the Common Shares underlying this Purchase the Warrants included in the Unit Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of 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 (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 four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders have (of the Unit Warrants and/or the Registrable Securities within ten (10) Business Days days after the date of the respective Holder’s receipt of any such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the 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) allocated pro rata among all such persons on the basis of the 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, 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 periodDemand Notice.

Grant of Right. Whenever Unless all of the Company proposes 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 “Demand Notice”) of the Holder(s) of at least fifty-one percent (51%) of the Warrants and/or the underlying shares of Common Stock (“Majority Holders”), agrees to register register, on one occasion, all or any securities portion of the Shares underlying the Warrant that are permitted to be registered under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicablecollectively, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within sixty (60) days after receipt of 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 Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) Company shall not be required to be included within such registration. If comply with a Piggyback Registration is an underwritten offering and the managing underwriter advises Demand Notice if the Company that it has determined in good faith that marketing factors require filed a limit on registration statement with respect to which the number of securities Holder is entitled to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant piggyback registration rights pursuant to Section 4.2 hereof and either: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement; or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, until the offering covered by such registration statement has been withdrawn or until 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 Company shall select the investment banking firm or firms covenants and agrees to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything give written notice of its receipt of any Demand Notice by any Holder(s) to the contrary, the obligations all other registered Holders of the Company pursuant to this Section 4.1 shall terminate on Warrants and/or the earlier of (i) Registrable Securities within ten days after the fifth anniversary date of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during receipt of any ninety (90) day periodsuch Demand Notice.

Grant of Right. Whenever the Company proposes to register any securities under the Act The Company, upon written demand (other than (i“Initial Demand Notice”) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (iiHolder(s) 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% of this Purchase Warrant for sale to and/or the public, whether for its own account or for the account of one or more stockholders of the Company underlying Warrant Stock (a “Piggyback RegistrationMajority Holders”), agrees to register (the Company shall give prompt written notice (“Demand Registration”) under the Securities Act on one occasion, all or any portion of this Warrant requested by the Majority Holders in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder Initial Demand Notice and all of the Company’s intention to effect securities underlying 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 (collectively, the “Registrable Securities”) that ). On such occasion, the Holders have (Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within ten (10) Business Days 60 days after receipt of the respective Holder’s receipt 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 after the 90th day following the closing of such notice) requested in writing the Initial Business Combination (including such number) to be included within such registrationthe “Release Date”). If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on The Initial Demand Notice shall specify the number of securities shares of Registrable Securities proposed to be included sold and the intended method(s) of distribution thereof. The Company will notify all holders of 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, including all Shares issuable upon exercise a “Demanding Holder”) shall so notify the Company within 15 days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration. Further, the Company shall include in not be obligated to deliver securities tot he holder until such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securitiestime, 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 securities then owned by each such personthat a registration statement is declared effective. 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 uses its bests efforts to act as the managing underwriter or underwriters in connection comply with such offeringprovisions then it shall have no liability due to a delay in the registration or the effectiveness of such registration statement. Notwithstanding anything to the contrarycontrary contained in this Agreement, under no circumstances will the obligations Company be required to net cash settle the exercise of this Warrant. As a result of the Company pursuant to foregoing, 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 periodWarrant may expire unexercised.

Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) 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: (i) If the registration such number is undertaken for the Company’s account: (A) first, the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Common Stock, if any, including the Registrable Securities”) , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders that are in effect on the Holders have date hereof (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities as to which registration has been requested under this Section 5.2 plus the number of shares as to which registration has been requested pursuant to the Registration Rights Agreement dated August 16, 2017 between the Company and the persons named therein (pro rata in accordance with the number of shares of Registrable Securities held by each such holder) (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and; and (iiD) secondfourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the number of securitiesCommon Stock, if any, as to which registration has been 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 securities 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 written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.

Grant of Right. Whenever Unless all of the Company proposes 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 “Demand Notice”) of the Holder(s) of at least fifty-one percent (51%) of the Warrants and/or the underlying Ordinary Shares (“Majority Holders”), agrees to register register, on one occasion, all or any securities portion of the Ordinary Shares underlying the Warrant that are permitted to be registered under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicablecollectively, 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 Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to 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 “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within sixty (60) days after receipt of 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 Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) Company shall not be required to be included within such registration. If comply with a Piggyback Registration is an underwritten offering and the managing underwriter advises Demand Notice if the Company that it has determined in good faith that marketing factors require filed a limit on registration statement with respect to which the number of securities Holder is entitled to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant piggyback pursuant to Section 4.2 hereof and either: (if i) the Holder has elected to include such Shares participate in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in offering covered by such registration (i) first, the number of securities that the Company proposes to sell and statement; or (ii) second, the number of securities, if any, requested such registration statement relates to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number an underwritten primary offering of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, until the Company shall select offering covered by such registration statement has been withdrawn or until 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 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 commencement of sales of the Offering. The Company pursuant covenants and agrees to this Section 4.1 shall terminate on the earlier give written notice of (iits receipt of any Demand Notice by any Holder(s) the fifth anniversary to all other registered Holders of the Effective Date and (ii) Warrants and/or the Registrable Securities within ten days after the date that Rule 144 would allow of the Holder to sell its Registrable Securities during receipt of any ninety (90) day periodsuch Demand Notice.

Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 Unless all of the Act is applicable, or (ii) a Registrable Securities are included in an effective registration statement on Form S-4, S-8 with a current prospectus or any successor form thereto or another form not available eligible for registering the Shares issuable upon exercise of this Purchase Warrant for sale resale pursuant to the public, whether for its own account or for the account of one or more stockholders Rule 144 of the Company Securities Act by each Holder as a non-Affiliate, the Company, upon written demand (a “Piggyback RegistrationInitial Demand Notice”) of the Holder(s) of at least 51% of the Warrant Shares (“Majority Holders”), agrees to use its best efforts to register (the Company shall give prompt written notice (in “Demand Registration”) under the Securities Act on one occasion, all or any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder portion of the Company’s intention to effect such a registration and, subject to Warrant Shares requested by the remaining provisions of this Section 4.1, shall include Majority Holders in such registration such number of Shares underlying this Purchase Warrant the Initial Demand Notice (the “Registrable Securities”). The Company will use its best efforts to file a registration statement covering the Registrable Securities within thirty (30) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement 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 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 Holders have effective date of a prior registration in respect of the Company’s Common Stock. For purposes of this Warrant, a “Scheduled Black-Out Period” shall mean 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 Company 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 Warrant Shares of the demand within ten (10) Business Days days from the date of the respective Holder’s receipt of any such notice) requested Initial Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in writing the Demand Registration (each such holder including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number shares of securities to be included Registrable Securities in such registration, including all 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 Warrant Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringthe Demand Registration. Subject to Section 4.1.2, the Company shall include not be obligated to effect more than one Demand Registration under this Section 4.1.1 in such registration (i) first, the number respect of securities that the Company proposes to sell all Warrant Shares and (ii) second, the number of securities, 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 securities 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 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 obligations commencement of sales of the Company Offering pursuant to which 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 periodWarrant is being issued.

Grant of Right. Whenever 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 register (the “DEMAND REGISTRATION”) under the Act, 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 Shares, the Warrants and the Common Shares underlying the Warrants (collectively, the “REGISTRABLE SECURITIES”). On such occasion, the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) will file 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 Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to 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 Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (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. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included 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, including all Shares issuable upon exercise a “DEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the subject to Section 5.1.4. The Company shall include not be obligated to effect more than an aggregate of two Demand Registrations under this Section 5.1 in such registration (i) first, the 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) allocated pro rata among all such persons on the basis respect of the 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, 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 periodSecurities.