Common use of Initial Registration Statement Clause in Contracts

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following (i) The Company shall, in the closing of the Merger Agreement and Plan of Reorganization dated matter described in this Agreement, submit or file as of January ____promptly as practicable, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) in any event within 15 business days after the Closing Date)Effective Time, the Corporation shall and use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable after the filing thereof, a shelf registration statement on Form S-1 or a successor form (but or Form S-3 or a successor form to the extent permissible) (the “Shelf Registration”) registering the sale by the Sponsor Stockholders of their respective Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act; provided, that such date of effectiveness shall be no event later earlier than 30 90 days after the SEC issues Effective Time. Unless otherwise requested by the ORCP Stockholders, such Shelf Registration filed by the Company covering Shares will cover all (unless a no review letterlesser amount is requested by the applicable Sponsor Stockholder) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale Shares held by each of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable Sponsor Stockholders at such time. If at the time of such submission or filing the Company is a WKSI, such Shelf Registration would, at the request of any Sponsor Stockholder, cover an unspecified number of Shares to be sold by the Company and/or the Sponsor Stockholders. (ii) Upon effectiveness of the Shelf Registration, the Company shall use its reasonable best efforts to keep such Shelf Registration effective with the SEC at all times and, if any. Such applicable, to re-file such Shelf Registration Statement also shall coverupon its expiration or, to the extent allowable under permissible, convert such Shelf Registration from Form S-1 or a successor form to Form S-3 or a successor form, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the 1933 Act (including Rule 416)prospectus related to such Shelf Registration as may be reasonably requested by the Sponsor Stockholders or as otherwise required, until such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall time as all Shares that could be included sold in such Shelf Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment have been sold or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or are no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedoutstanding.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date"i) (but no later than one hundred and eight (180) days after the Closing Date), the Corporation Parent shall use its reasonable best efforts to cause to be filed prepare and declared effective file with the Commission as soon promptly as reasonably practicable and in any event within twenty-five (but in no event later than 30 days after 25) Business Days following the SEC issues a no review letter) Closing Date a registration statement (the “Initial Registration Statement”) on Form S-3, Form S-1 or such other form that is then available to Parent and use its reasonable best efforts to cause such registration statement to become effective as promptly as practicable, in each case registering the offering and sale of a number of Parent Shares equal to the sum of (x) the Parent Shares to be issued under the Merger Agreement at Closing as part of the Closing Payment and (y) the Parent Shares that are expected to be issued in connection with a Relaunch Milestone Payment under the Merger Agreement ((x) and (y) together, the “Initial Parent Shares”) by the Holders thereof; provided that during such twenty-five Business Day-period (as such period may be extended pursuant to the subsequent proviso) Parent shall not be required to file such Initial Registration Statement before it has available for filing with the Commission historical financial statements of the Company and pro forma financial statements relating to the acquisition effected by the Merger that comply in all material respects with Rule 3-05 and Article 11 of Regulation S-X and Item 9.01 of Form 8-K; provided further that if such historical financial statements or pro forma financial information are not available at the end of such twenty-five Business Day-period, such period shall be extended by an additional ten (10) Business Days. To the extent Parent is then eligible therefor, the Initial Registration Statement shall be an automatic shelf registration statement as defined in Rule 405 under the Securities Act of 1933 and Act. Parent shall, subject to Section 2.7, keep the rules promulgated thereunder (the "1933 Act")Initial Registration Statement, covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared once effective, continuously effective to the extent provided in clause (ii) below, until all Initial Parent Shares covered thereby have ceased to be Registrable Securities. The Initial Registration Statement shall include all shares have a reasonable and customary plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution (excluding underwritten offerings, if any. Such except Permitted Underwritten Offerings and Parent Underwritten Offerings). (ii) If either: (A) the Initial Registration Statement also shall cover, has ceased to be effective prior to the extent allowable date on which all Initial Parent Shares covered thereby have ceased to be Registrable Securities; or (B) all Initial Parent Shares have ceased to be Registrable Securities, but have thereafter become Registrable Securities again pursuant to a Reinstatement Event and no registration statement is then effective that would permit the public offering and sale of such Initial Parent Shares on a continuous basis pursuant to Rule 415 under the 1933 Act Securities Act; then, in each case, Parent shall prepare and file with the Commission as promptly as practicable, but in any event within thirty (including Rule 416)30) Business Days thereof, such indeterminate number a new Initial Registration Statement in accordance with clause (i) of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions this subsection (a) with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the all Initial Parent Shares that are then Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable and use its reasonable best efforts to any Subscriber, Nugent, Baudanza, Horn or cause such registration statement to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedbecome effective.

Initial Registration Statement. Promptly following the closing of the Merger Agreement purchase and Plan sale of Reorganization dated as of January ____, 2007, among Shares contemplated by the Corporation, Elite FX, Inc., and other parties named therein Subscription Agreements (the "Closing Date") (but no later than one hundred and eight twenty (180120) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the earlier of one hundred and eighty (180) days after the Closing Date or 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by in an amount equal to the Subscribers, Nugent, Baudanza, Horn and Investa, if any, number of shares of Common Stock issued to the Purchasers on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscriberseach Purchaser. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty twenty (180120) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if anyeach Purchaser; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or Investor who no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____The Company shall prepare, 2007and, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 forty-five (45) days after the SEC issues a no review letter) a registration statement under Initial Closing Date (as defined in the Securities Act of 1933 and the rules promulgated thereunder Purchase Agreement) (the "1933 ActFiling Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) on Form SB-2, covering the resale of all of the Registrable Securities. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Initial Shares and the Additional Shares on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). Such Registration Statement shall state that, in accordance with Rule 416 under the Securities held Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such Warrants (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Subscribers, Nugent, Baudanza, Horn and InvestaCompany pursuant to the preceding sentence, if anysuch Registration Statement has not been declared effective by the Commission at that time, plus to register all of the Shares into which the Initial Shares, the Additional Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form SB-2, or such other appropriate form, to register the number of shares of Common Stock necessary into which the Initial Shares, Additional Shares, and Warrants may be converted or exercised, as applicable, that exceed the number of Shares already registered. The Company shall use its best efforts to permit have the exercise in full Initial Registration Statement declared effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date or (ii) if the Commission elects not to conduct a review of the Penalty Warrants outstanding or issuable on Initial Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing. The earliest of filing. At such dates is referred to herein as the time "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times use its best efforts to file each required Registration Statement is declared effective, the or amendment to a Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding as soon as possible after the Closing Date or issuable at after the date the Company becomes obligated to file such time, if any. Such Registration Statement also shall coveror amendment, as the case may be, and to the extent allowable under the 1933 Act (including Rule 416), cause each such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends Registration Statement or similar transactions with respect amendment to the Registrable Securitiesbecome effective as soon as possible thereafter. No securities held by a third party of the Company other than the Registrable Securities shall be included in any such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedStatement.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation The Company shall use its commercially reasonable best efforts to cause to be filed and declared effective comply with its reporting obligations under the 1934 Act as soon as reasonably practicable practicable, including, without limitation, by filing (but in no event i) any required reports, statements or other documents with the SEC which have not been timely filed on the date hereof and (ii) appropriate amendments responding to SEC comments on any existing reports, statements or other documents which have been filed with the SEC prior to the date hereof. The first date on which the Company fully complies with its reporting obligations under the 1934 Act and is not subject to any outstanding SEC comments on, or any SEC review of, its 1934 Act filings is hereinafter referred to as the “Compliance Date.” No later than 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder Compliance Date (the "1933 Act"“Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-1, covering the resale of the Registrable Securities held by the SubscribersSecurities. Subject to any SEC comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution attached hereto as Exhibit A; provided, if anyhowever, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, cover pursuant to the extent allowable under the 1933 Act (including Rule 416), 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from stock splits, stock dividends or similar transactions with respect changes in the Exercise Price pursuant to the Registrable Securitiesterms of the Warrants. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the SubscribersRequired Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.5% of the Closing Date (the "Registration Date"), except as excused aggregate amount invested by such Investor pursuant to Section 2(d) belowthe Existing Agreement, the Borrowing Notice and/or the Purchase Agreement plus with respect to any Registrable Securities that are not Registrable Warrant Securities 1.5% of the Deemed Investment Amount for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein Within thirty (the "Closing Date"30) (but no later than one hundred and eight (180) days Business Days after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall submit to or file with the Commission a Registration Statement to permit the public resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be filed and declared effective as soon as reasonably practicable (after the filing thereof, but in any event no event later than 30 sixty (60) calendar days after the SEC issues Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review, provided, further, that if the Effectiveness Deadline falls on a no review letter) Saturday, Sunday, or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business; provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed. The Registration Statement filed with the Commission pursuant to this Section 2.1 shall be on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) covering such Registrable Securities, and shall contain a Prospectus in such form as to permit the Holders to sell such Registrable Securities pursuant to Rule 415 under the Securities Act of 1933 and (or any successor or similar provision adopted by the rules promulgated thereunder (Commission then in effect) at any time beginning on the "1933 Act"), covering effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale of the Registrable Securities held by included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. As soon as practicable following the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the effective date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering filed pursuant to this Section 2.1, but in any event within five (5) Business Days of such date, the Company shall notify the Holders named therein of the effectiveness of such Registration Statement. The Company’s obligations under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. The Company shall have the right to remove any persons no longer holding Registrable Securities is not filed with from the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused Form S-1 shelf registration statement pursuant to Section 2(d) below, for each 30subsection 2.1.1 or any other shelf registration statement by means of a post-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedeffective amendment.

Initial Registration Statement. Promptly following Within fifteen (15) Business Days after the closing of date on which the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein Company files its fiscal year 2023 annual report on Form 10-K (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date“Filing Deadline”), the Corporation Company shall submit to or file with the Commission a Registration Statement to permit the public resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be filed and declared effective as soon as reasonably practicable (after the filing thereof, but in any event no event later than 30 sixty (60) calendar days after the SEC issues Filing Deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) calendar days after the date of this Agreement if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review, provided, further, that if the Effectiveness Deadline falls on a no review letter) Saturday, Sunday, or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business; provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed. The Registration Statement filed with the Commission pursuant to this Section 2.1 shall be on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) covering such Registrable Securities, and shall contain a Prospectus in such form as to permit the Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act of 1933 and (or any successor or similar provision adopted by the rules promulgated thereunder (Commission then in effect) at any time beginning on the "1933 Act"), covering effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale of the Registrable Securities held by included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. As soon as practicable following the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the effective date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering filed pursuant to this Section 2.1, but in any event within five (5) Business Days of such date, the Company shall notify the Holder named therein of the effectiveness of such Registration Statement. The Company’s obligations under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. The Company shall have the right to remove any persons no longer holding Registrable Securities is not filed with from the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused Form S-1 shelf registration statement pursuant to Section 2(d) below, for each 30subsection 2.1.1 or any other shelf registration statement by means of a post-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedeffective amendment.

Initial Registration Statement. Promptly following The Company has filed, in accordance with the closing provisions of the Merger Agreement Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form F-3 (File Number 333-251355) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Company, including Ordinary Shares represented by ADSs and debt securities that may be convertible into Ordinary Shares represented by ADSs, which contains, among other things a Plan of Reorganization dated Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on January 4, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as of January ____amended when it became effective, 2007, among the Corporation, Elite FX, Inc.including all documents filed as part thereof or incorporated by reference therein, and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be including any information contained in a Prospectus subsequently filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after with the SEC issues a no review letterpursuant to Rule 424(b) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale or deemed to be a part of the Registrable Initial Registration Statement pursuant to Rule 430B of the Securities held Act, is herein called the “Registration Statement.” No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SubscribersSEC and no proceedings for that purpose have been instituted or, Nugent, Baudanza, Horn and Investa, if any, plus to the number of shares of Common Stock necessary to permit the exercise in full knowledge of the Penalty Warrants outstanding or issuable on Company, are threatened by the date of filingSEC. At the time the Registration Statement is declared became effective, at the date of this Agreement and at the Closing Date, the Registration Statement shall include and any amendments thereto conformed and will conform in all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, material respects to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent requirements of the Subscribers. The Registration Statement (Securities Act and each did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement theretothereto was issued and at the Closing Date, conformed and each request for acceleration of effectiveness thereof) shall be provided will conform in accordance with Section 3(c) hereof all material respects to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days requirements of the Closing Date (Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the "Registration Date")statements therein, except as excused pursuant to Section 2(d) belowin light of the circumstances under which they were made, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.misleading

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated The Company shall, as of January ____promptly as reasonably practicable, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but in no event later than one one-hundred and eight fifty (180150) days after the Closing Datedate of this Agreement (the “Filing Deadline”), file a Registration Statement under the Corporation Securities Act to permit the public resale of all of the Shares on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”), or if Rule 415 is not available for offers and sales of the Shares, by such other means of distribution of the Shares as the Holders may reasonably specify. The Company shall use its reasonable best efforts to cause such Registration Statement to be filed and declared become effective as soon as reasonably practicable (after such filing, but in no event later than 30 days the earlier of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement, and (ii) the 5th business day after the SEC issues a no review letterdate the Company is notified (orally or in writing, whichever is earlier) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time Commission that the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding will not be “reviewed,” or issuable at such time, if any. Such Registration Statement also shall cover, will not be subject to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribersfurther review. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused Commission pursuant to Section 2(dthis subsection 2.1.1 shall be a registration statement on Form S-1 (a “Form S-1”) belowor, if Form S-3 is then available to the Company, on Form S-3 (a “Form S-3”) or such other form of registration statement as is then available to effect a registration for each 30-day period (or pro rata resale of such Shares, covering such Shares, and shall contain a Prospectus in such form as to permit any Holder to sell such Shares pursuant to Rule 415 at any time beginning on the effective date for any portion thereof) following the such Registration Date during which no Statement. A Registration Statement is filed with respect pursuant to this subsection 2.1.1 shall provide for the Registrable Securitiesresale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedHolder.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among (the Corporation, Elite FX, Inc.“Closing Date”), and subject to the purchase and sale of Shares in the Offering by Persons other parties named therein (the "Closing Date") (than Affiliated Holder with an aggregate purchase price of at least $1,000,000, but in any event no later than one hundred and eight ten (18010) days after the Closing Datedeadline for filing the Company’s Form 10-K for the year ended December 3, 2008 with the SEC (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), Registration Statement covering the resale by the Purchasers of the all Registrable Securities then held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filingPurchasers. At the time the Registration Statement is declared effective, the Such Registration Statement shall be on Form S-1 or Form S-3, as available (the “Registration Statement”), or other appropriate form in accordance herewith and shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anydistribution attached hereto as Exhibit A (except as otherwise directed by the Purchasers). Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder without the prior written consent of the SubscribersRequired Purchasers, except for shares of Common Stock held by the Company’s stockholders (other than the Affiliated Holder) having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date hereof. The A copy of the initial filing of the Registration Statement (and each pre-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Purchasers and their counsel at least three (3) Business Days prior to its filing or other submissionfiling. If a the Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline (or if it is filed without giving the Purchasers the opportunity to review and eighty comment on the same as required above, the Company shall not be deemed to have satisfied such filing requirement), then in addition to any other rights each Purchaser may have hereunder or under applicable law, the Company will pay (180i) days an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the Closing Date (the "Registration Date"), except as excused aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to Section 2(dthe Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement and (ii) below, for each thirty- (30-) day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no the Registration Statement has not been filed or reviewed pursuant to the terms hereof, an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement. The amounts payable as partial liquidated damages pursuant to this paragraph shall be paid within three (3) Business Days of the Filing Deadline and monthly thereafter within three (3) Business Days of the last day of each month following the commencement of the Filing Deadline until the Registration Statement has been reviewed by the Purchasers and filed with the SEC as required herein. If the Company fails to pay any partial liquidated damages pursuant to this section in full within seven (7) calendar days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser amount that is filed permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such payments are due until such amounts, plus all such interest thereon, are paid in full. Payments to be made pursuant to Section 2(a)(ii) shall apply on a daily pro-rata basis for any portion of a month prior to the review and filing of the Registration Statement required herein. All payments shall be in immediately available cash funds. In all cases, regardless of whether a Registration Statement has been declared effective, no liquidated damages shall accrue or be payable with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, securities that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedeligible for sale under Rule 144 without volume limitations.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____The Company shall prepare, 2007and, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 thirty (30) days after the SEC issues a no review letter) a registration statement under Closing Date (as defined in the Securities Act of 1933 and the rules promulgated thereunder Purchase Agreement) (the "1933 ActFiling Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3, covering the resale of all of the Registrable Securities held by Securities. In the Subscribersevent that Form S-3 is unavailable for such a registration, Nugent, Baudanza, Horn and Investa, if any, plus the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock necessary equal to permit the exercise in full product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Penalty Preferred Shares and the Warrants outstanding or issuable on the date of filing. At , and (ii) the time maximum number of Shares issuable upon exercise of the Registration Statement is declared effectiveWarrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). If permitted by the rules of the Securities and Exchange Commission, such Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timestate that, if any. Such Registration Statement also shall cover, to the extent allowable in accordance with Rule 416 under the 1933 Act (including Rule 416)Securities Act, it also covers such indeterminate number of additional shares Shares as may become issuable upon conversion of Common Stock such Preferred Shares or exercise of such Warrants (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants, or (ii) to prevent dilution resulting from stock splitssplits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, stock dividends the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or similar transactions with respect Registration Statements filed by the Company pursuant to the Registrable Securities. No securities held by a third party shall be included in preceding sentence, if such Registration Statement without has not been declared effective by the consent Commission at that time, to register all of the Subscribers. The Shares into which the Preferred Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement (and each amendment or supplement theretohas been declared effective by the Commission at that time, and each request for acceleration of effectiveness thereof) shall be provided in accordance file with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Commission an additional Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date")on Form S-3, except as excused pursuant or such other appropriate form, to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.register the

Initial Registration Statement. Promptly following The Company shall prepare and file with the closing of Commission on or prior to the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) Filing Date a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to as would permit the exercise sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in full of the Penalty Warrants outstanding or issuable on manner reasonably requested by a Holder (the date of filing“Initial Registration Statement”). At the time the Registration Statement is declared effective, the The Initial Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, be on Form S-3 (except if any. Such Registration Statement also shall cover, the Company is not then eligible to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to register for resale the Registrable Securities. No securities held by a third party Securities on Form S-3, in which case such registration shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided on another appropriate form in accordance with Section 3(c) hereof the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Subscribers and their counsel prior Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to its filing or other submission. If a maintain the effectiveness of the Initial Registration Statement then in effect until such time as a registration statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Initial Registration Statement shall contain a “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Initial Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline, and, subject to Section 6.5(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as no Holder beneficially owns any Registrable Securities or (ii) the date that is not filed with the SEC within one hundred and eighty three (1803) days of years following the Closing Date (the "Registration Date"“Effectiveness Period”). By 4:00 p.m. (New York City time) on the Business Day following the Effectiveness Deadline, except as excused the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the such Initial Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedStatement.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____The Company shall prepare, 2007and, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 20 days after the SEC issues a no review letter) a registration statement under Initial Closing Date (as defined in the Securities Act of 1933 and the rules promulgated thereunder Purchase Agreement) (the "1933 ActInitial Filing Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-3 covering the resale of all of the Registrable Securities held by relating to the SubscribersInitial Preferred Shares and the Mandatory Preferred Shares (the "Initial Registrable Securities"). In the event that Form S-3 is unavailable for such a registration, Nugent, Baudanza, Horn and Investa, if any, plus the Company shall use such other form as is available for such a registration. Any initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock necessary equal to permit the exercise in full product of (x) 2.0 and (y) the number of Initial Registrable Securities as of the Penalty Warrants outstanding or issuable on date immediately preceding the date of filing. At the time the Registration Statement is initially filed with the Commission. The Company shall use its best efforts to have the Initial Registration Statement declared effectiveeffective within the earliest to occur of (i) April 30, 1999 (ii) if the Commission elects not to conduct a review of the Initial Registration Statement, the date which is three (3) business days after the date upon which either the Company or its counsel is so notified, whether orally or in writing; or (iii) if the Initial Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding is reviewed by the Commission, the date which is three (3) business days after the date upon which the Company or issuable at such timeits counsel is notified by the Commission, if any. Such Registration Statement also shall coverwhether orally or in writing, to that the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions Commission has no further comments with respect to the Registrable Securities. No securities held by a third party shall be included in such Initial Registration Statement without or that the consent of the SubscribersInitial Registration Statement may be declared effective. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration earliest of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof such dates is referred to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (herein as the "Registration DateInitial Effectiveness Deadline."), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) (but no later than one hundred and eight thirty (18030) days after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), Registration Statement covering the resale by the Purchasers of the all Registrable Securities then held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filingPurchasers. At the time the Registration Statement is declared effective, the Such Registration Statement shall be on Form S-1 or Form S-3, as available (the “Registration Statement”), or other appropriate form in accordance herewith and shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anydistribution attached hereto as Exhibit A (except as otherwise directed by the Purchasers). Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any holder without the prior written consent of the SubscribersRequired Purchasers, except for shares of Common Stock held by the Company’s stockholders (other than the Affiliated Holder) having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date hereof. The A copy of the initial filing of the Registration Statement (and each pre-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Purchasers and their counsel at least three (3) Business Days prior to its filing or other submissionfiling. If a the Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline (or if it is filed without giving the Purchasers the opportunity to review and eighty comment on the same as required above, the Company shall not be deemed to have satisfied such filing requirement), then in addition to any other rights each Purchaser may have hereunder or under applicable law, the Company will pay (180i) days an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the Closing Date (the "Registration Date"), except as excused aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to Section 2(dthe Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement and (ii) below, for each thirty- (30-) day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no the Registration Statement has not been filed or reviewed pursuant to the terms hereof, an amount in cash to each Purchaser other than the Affiliated Holder, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement. The amounts payable as partial liquidated damages pursuant to this paragraph shall be paid within three (3) Business Days of the Filing Deadline and monthly thereafter within three (3) Business Days of the last day of each month following the commencement of the Filing Deadline until the Registration Statement has been reviewed by the Purchasers and filed with the SEC as required herein. If the Company fails to pay any partial liquidated damages pursuant to this section in full within seven (7) calendar days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser amount that is filed permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such payments are due until such amounts, plus all such interest thereon, are paid in full. Payments to be made pursuant to this Section 2(a)(i) shall apply on a daily pro-rata basis for any portion of a month prior to the review and filing of the Registration Statement required herein. All payments shall be in immediately available cash funds. In all cases, regardless of whether a Registration Statement has been declared effective, no liquidated damages shall accrue or be payable with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, securities that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedeligible for sale under Rule 144(b) without volume limitations.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____The Company shall prepare, 2007and, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 thirty (30) days after the SEC issues a no review letter) a registration statement under Initial Closing Date (as defined in the Securities Act of 1933 and the rules promulgated thereunder Purchase Agreement) (the "1933 ActFiling Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) on Form SB-2, covering the resale of all of the Registrable Securities. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Initial Shares and the Additional Shares on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). Such Registration Statement shall state that, in accordance with Rule 416 under the Securities held Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Subscribers, Nugent, Baudanza, Horn and InvestaCompany pursuant to the preceding sentence, if anysuch Registration Statement has not been declared effective by the Commission at that time, plus to register all of the Shares into which the Initial Shares, the Additional Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form SB-2, or such other appropriate form, to register the number of shares of Common Stock necessary into which the Initial Shares, Additional Shares, and Warrants may be converted or exercised, as applicable, that exceed the number of Shares already registered. The Company shall use its best efforts to permit have the exercise in full Initial Registration Statement declared effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date(ii) if the Commission elects not to conduct a review of the Penalty Warrants outstanding or issuable on Initial Registration Statement, the date of filing. At which is three (3) business days after the time date upon which either the Company or its counsel is so notified, whether orally or in writing; or (iii) if the Initial Registration Statement is declared effectivereviewed by the Commission, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding date which is three (3) business days after the date upon which the Company or issuable at such timeits counsel is notified by the Commission, if any. Such Registration Statement also shall coverwhether orally or in writing, to that the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions Commission has no further comments with respect to the Registrable SecuritiesInitial Registration Statement or that the Initial Registration Statement may be declared effective. The earliest of such dates is referred to herein as the "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times use its best efforts to file each required Registration Statement or amendment to a Registration Statement as soon as possible after the Closing Date or after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement or amendment to become effective as soon as possible thereafter. No securities held by a third party of the Company other than the Registrable Securities shall be included in any such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedStatement.

Initial Registration Statement. Promptly following On or before the closing 45th day after the final Closing Date of the Merger offering of Notes and Warrants under the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein related Transaction Documents (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date“Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"Registrable Securities), covering the resale of the Registrable Securities held by Securities. Subject to any SEC comments, such Registration Statement shall include the Subscribersplan of distribution attached hereto as Exhibit A; provided, Nugenthowever, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise that no Holder shall be named as an “underwriter” in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effectivewithout the Holder’s prior written consent, provided, further, any Holder who unreasonably refuses to be named as an underwriter in the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anybe excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities of the Company for the account of any other person without the prior written consent of the SubscribersRequired Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (aggregate amount invested by the "Registration Date"), except as excused Holder pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Holders to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Holder in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) (but no later than one hundred the earlier of (i) ten (10) Business Days after the Company files its Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC and eight (180ii) sixty (60) days after the Closing DateDate (the earlier of such dates, the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act")one Registration Statement on Form S-1, covering the resale of the Registrable Securities held by the SubscribersSecurities. Subject to any SEC comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution attached hereto as Exhibit A; provided, if anyhowever, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, cover pursuant to the extent allowable under the 1933 Act (including Rule 416), 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from stock splits, stock dividends or similar transactions with respect changes in the Exercise Price pursuant to the Registrable Securitiesterms of the Warrants. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the SubscribersRequired Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission. If a Registration Statement 2 covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, aggregate amount invested by such Investor for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period. (ii)S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), the Corporation Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will issue Penalty Warrants make pro rata payments to each Investor, as set forth liquidated damages and not as a penalty, in Section 8 below in an amount equal to 1.0% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.end of each 30-day period. (b)

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____On or before August 1, 2007, among the Corporation, Elite FX, Inc., and other parties named therein 2016 (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date“Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"Registrable Securities), covering the resale of the Registrable Securities held by Securities. Subject to any SEC comments, such Registration Statement shall include the Subscribersplan of distribution attached hereto as Exhibit A; provided, Nugenthowever, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise that no Investor shall be named as an “underwriter” in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effectivewithout the Investor’s prior written consent, provided, further, any Investor who unreasonably refuses to be named as an underwriter in the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anybe excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the SubscribersRequired Investors; provided, however, that the Registration Statement may also include the Other Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel Investors prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.5% of the Closing Date (the "Registration Date"), except as excused aggregate amount invested by such Investor pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following the closing of the Merger Purchase Agreement and Plan of Reorganization dated as of January ____June 30, 2007, among the Corporation, Elite FXAP Systems, Inc., Trustcash, LLC and other parties named therein the owners of Trustcash, LLC. (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed no later than one hundred and eighty (180) days after the Closing Date and declared effective as soon as reasonably practicable (but in no event later than the earlier of two hundred and seventy (270) days after the Closing Date or 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by in an amount equal to the Subscribers, Nugent, Baudanza, Horn and Investa, if any, number of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscriberseach Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with declared effective by the SEC within one two hundred and eighty seventy (180270) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed declared effective with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if anyeach Investor; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or Investor who no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date"a) (but no later than one hundred and eight (180) days after On or before the Closing Date), the Corporation Company shall use its reasonable best efforts to cause to be have filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering for the resale by the Purchaser of the Registrable Securities held (the "REGISTRATION STATEMENT"). The Registration Statement shall be declared effective under the Act by the SubscribersSEC within sixty (60) days of the Closing Date and no stop order shall have been issued and no proceeding shall have been initiated or threatened with respect to a stop order relating thereto. If required, Nugenta prospectus constituting a part of the Registration Statement (the "PROSPECTUS") shall have been filed with the SEC in the manner and within the time period required by Rule 424(b) under the Act. The Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all statements which are required to be stated therein in accordance with the Act and the rules and regulations thereunder, Baudanzaand in all material respects conform to the requirements thereof, Horn and Investaneither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or shall omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made in the case of the Prospectus, not misleading. (b) The Company shall keep the Registration Statement effective under the Act until the earlier of (i) the sale of all Registrable Securities pursuant to the Registration Statement and (ii) the first date upon which the Purchaser may sell all of the Registrable Securities into the public market, without restrictions, pursuant to Rule 144(k) promulgated under the Act; provided, however, that in the event that at any time following the effectiveness of the Registration Statement under the Act, the Registration Statement or the Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made in the case of the Prospectus, not misleading as a result of a pending material corporate transaction, the Company (i) shall provide written notice to the Purchaser advising the Purchaser that the Purchaser may not resell the Registrable Securities pursuant to the Registration Statement until the date specified therein (the period commencing on the date of the receipt of such notice and such date, a "BLACKOUT PERIOD"), and (ii) shall be entitled to delay (the "Delay Period") the filing with the SEC of any amendment or supplement to the Registration Statement required to correct such untrue statement of material fact or omission to state any material fact (a "REQUIRED AMENDMENT"), if anythe purpose for such delay is solely to maintain the confidentiality of such transaction or to permit the Company to consummate such transaction. Notwithstanding the foregoing, plus (x) the aggregate number of days included in any Blackout Period shall not exceed 90 days during any consecutive 12 month period and (y) the Delay Period shall terminate, and such Required Amendment shall be declared by the SEC to be effective under the Act, on or prior to the final day of the applicable Blackout Period. (c) If the Registration Statement is not declared effective by the SEC within sixty (60) days of the Closing Date or a Required Amendment is not declared effective by the SEC prior to the final day of the applicable Blackout Period, the Company shall pay to the Purchaser in cash, on the first day of each calendar month thereafter, an amount equal to 6% per annum of the Purchase Price for each day in the immediately preceding calendar month that the Registration Statement or the Required Supplement has not yet declared effective. The payments required in this Section 6.01(b) shall not reduce or excuse (but shall be cumulative to) the obligations of the Company under the Warrant Certificate to increase the number of shares of Common Stock necessary to permit the issuable upon exercise in full of the Penalty Warrants outstanding or issuable on as a result of the date of filing. At delay in the time SEC declaring the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following On or before the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days 30th day after the Closing DateDate of the offering of Preferred Stock and Warrants under the Purchase Agreement and related Transaction Documents (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder Registrable Securities) (the "1933 Act"“Initial Registration Statement”), covering the resale of the Registrable Securities held by Securities. Subject to any SEC comments, such Registration Statement shall include the Subscribersplan of distribution attached hereto as Exhibit A; provided, Nugenthowever, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise that no Holder shall be named as an “underwriter” in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effectivewithout the Holder’s prior written consent, provided, further, any Holder who unreasonably refuses to be named as an underwriter in the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anybe excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities of the Company for the account of any other person without the prior written consent of the SubscribersRequired Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided by the Placement Agent to the Holders in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (aggregate amount invested by the "Registration Date"), except as excused Holder pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Holders to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Holder in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) (but no later than one hundred and eight thirty (18030) days after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts prepare and file with the Commission one Registration Statement on Form S-1 (or, if Form S-1 is not then available to cause the Company, on such form of registration statement as is then available to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"Registrable Securities), covering the resale of the Registrable Securities held by the SubscribersSecurities. Subject to any Commission comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution attached hereto as Exhibit A; provided, if anyhowever, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, cover pursuant to the extent allowable under the 1933 Act (including Rule 416), 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Underlying Shares or Warrant Shares resulting from stock splits, stock dividends or similar transactions with respect changes in the Conversion Price pursuant to the Registrable Securitiesterms of the Certificate of Designation or the Exercise Price pursuant to the terms of the Warrants, as applicable (the “Additional Shares”). No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the SubscribersRequired Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred Commission on or prior to the Filing Deadline, the Company will make pro rata payments to each Purchaser, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (the "Registration Date"), except as excused aggregate amount invested by such Purchaser pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants . Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Purchaser in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following The Company has filed, in accordance with the closing provisions of the Merger Agreement Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form F-3 (File Number 333-253395) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Company, including Ordinary Shares and debt securities that may be convertible into Ordinary Shares, which contains, among other things a Plan of Reorganization dated Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on February 23, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as of January ____amended when it became effective, 2007, among the Corporation, Elite FX, Inc.including all documents filed as part thereof or incorporated by reference therein, and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be including any information contained in a Prospectus subsequently filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after with the SEC issues a no review letterpursuant to Rule 424(b) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale or deemed to be a part of the Registrable Initial Registration Statement pursuant to Rule 430B of the Securities held Act, is herein called the “Registration Statement.” No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SubscribersSEC and no proceedings for that purpose have been instituted or, Nugent, Baudanza, Horn and Investa, if any, plus to the number of shares of Common Stock necessary to permit the exercise in full knowledge of the Penalty Warrants outstanding or issuable on Company, are threatened by the date of filingSEC. At the time the Registration Statement is declared became effective, at the date of this Agreement and at the Closing Date, the Registration Statement shall include and any amendments thereto conformed and will conform in all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, material respects to the extent allowable requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is, and was at the time of the filing of the Registration Statement, a “foreign private issuer,” as defined in Securities Act Rule 405 and Exchange Act Rule 3b-4, and otherwise eligible to use Form F-3 under the 1933 Act (including Rule 416)Securities Act, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions and the Company meets the transaction requirements with respect to the Registrable Securities. No aggregate market value of securities held by a third party shall be included in such Registration Statement without being sold pursuant to this offering and during the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel 12 months prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date")this offering, except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect General Instruction I.B.5 of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedForm F-3.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the Warrant contemplated by the Warrant Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight twenty (180120) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the earlier of one hundred and eighty (180) days after the Closing Date or 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by in an amount equal to the Subscribers, Nugent, Baudanza, Horn and Investa, if any, number of shares of Common Stock underlying the Warrant issued to the Purchaser on the Closing Date plus the number of shares of Common Stock underlying the Penalty Warrant necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscriberseach Purchaser. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Purchaser and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty twenty (180120) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if anyeach Purchaser; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or Investor who no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following The Company has filed, in accordance with the closing provisions of the Merger Agreement Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form S-3 (File Number 333-232614) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Company, including Common Stock and derivative securities that may be convertible into Common Stock, which contains, among other things a Plan of Reorganization dated Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on August 1, 2019 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as of January ____amended when it became effective, 2007, among the Corporation, Elite FX, Inc.including all documents filed as part thereof or incorporated by reference therein, and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be including any information contained in a Prospectus subsequently filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after with the SEC issues a no review letterpursuant to Rule 424(b) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale or deemed to be a part of the Registrable Initial Registration Statement pursuant to Rule 430B of the Securities held Act, is herein called the “Registration Statement.” No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SubscribersSEC and no proceedings for that purpose have been instituted or, Nugent, Baudanza, Horn and Investa, if any, plus to the number of shares of Common Stock necessary to permit the exercise in full knowledge of the Penalty Warrants outstanding or issuable on Company, are threatened by the date of filingSEC. At the time the Registration Statement is declared became effective, at the date of this Agreement and at the Closing Date, the Registration Statement shall include and any amendments thereto conformed and will conform in all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, material respects to the extent allowable requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is, and was at the time of the filing of the Registration Statement, eligible to use Form S-3 under the 1933 Act (including Rule 416)Securities Act, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions and the Company meets the transaction requirements with respect to the Registrable Securities. No aggregate market value of securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused being sold pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedthis offering.

Initial Registration Statement. Promptly following On or before the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days 90th day after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3ASR (or, if Form S-3ASR is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder Registrable Securities) (the "1933 Act"“Initial Registration Statement”), covering the resale of the Registrable Securities held by Securities. Subject to any SEC comments, such Registration Statement shall include a plan of distribution in substantially the Subscribersform attached hereto as Exhibit A; provided, Nugenthowever, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise that no Holder shall be named as an “underwriter” in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effectivewithout the Holder’s prior written consent, provided, further, that, in the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Agreement, the SEC requires a Holder to be named as an “underwriter” in the Registration Statement, any Holder who unreasonably refuses to be named as an underwriter in the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anybe excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities of the Company for the account of any other person without the prior written consent of the SubscribersRequired Holders (but may include a primary registration by the Company). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided by the Company to the Holders in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with effective on or prior to the SEC within one hundred Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 0.5% of the Closing Date (aggregate amount invested by the "Registration Date"), except as excused Holder pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (full month or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed effective with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Holders to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Holder in cash no later than three (3) business days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly The Company shall prepare and file within ten (10) business days following the closing filing of its Form 8-K in which the Merger Agreement and Plan audited financial Statements of Reorganization dated as of January ____Tier One Consulting, 2007Inc. are filed with the SEC, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later longer than 30 seventy-five (75) seventy-five (75) days after following the SEC issues a no review letter) Closing Date (the “Filing Date”), a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act")“Registration Statement”) covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the resale of all of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party The registration rights provided herein shall be included in such solely for the benefit of the Investor and shall not be assignable by the Investor to any other person. The Company shall use its best efforts to cause the Registration Statement without to be declared effective by the consent of SEC as promptly as possible after the Subscribers. The filing thereof and shall promptly respond to any comment letters furnished by the SEC in connection with the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) the “Required Effectiveness Date”). Nothing contained herein shall be provided in accordance with Section 3(c) hereof deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the maximum number of Registrable Securities is not filed with acquired by (or potentially acquirable by) the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused Investor pursuant to Section 2(dthe Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, where applicable) below, for each 30-day period (or pro rata for relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any portion thereof) following such separate registration statement as if it were an amendment to the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedStatement.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) (but no later than one hundred and eight five (1805) days Business Days after the Closing Datefiling of the Company’s Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2007 (the “SB-2 Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), Registration Statement covering the resale by the Purchasers of the all Registrable Securities then held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary Purchasers to permit the exercise in full of the Penalty Warrants outstanding or issuable be made on the date of filinga continuous basis pursuant to Rule 415. At the time the Registration Statement is declared effective, the Such Registration Statement shall be on Form SB-2 (the “SB-2 Registration Statement”) or other appropriate form in accordance herewith and shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anydistribution attached hereto as Exhibit A (except as otherwise directed by the Purchasers). Such SB-2 Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such SB-2 Registration Statement shall not include any shares of Common Stock or other securities for the account of Nordic and any other holder without the prior written consent of the SubscribersRequired Purchasers, except for shares of Common Stock held by the Company’s stockholders (other than Nordic) having “piggyback” registration rights expressly set forth in registration rights agreements entered into by the Company prior to the date hereof. The A copy of the initial filing of the Registration Statement (and each pre-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Purchasers and their counsel at least three (3) business days prior to its filing or other submissionfiling. If a the SB-2 Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the SB-2 Filing Deadline (or if it is filed without giving the Purchasers the opportunity to review and eighty comment on the same as required above, the Company shall not be deemed to have satisfied such filing requirement) and, then in addition to any other rights each Purchaser may have hereunder or under applicable law, the Company will pay (180i) days an amount in cash to each Purchaser, as partial liquidated damages and not as a penalty, equal to 1.5% of the Closing Date (the "Registration Date"), except as excused aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to Section 2(dthe Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement and (ii) below, for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no the SB-2 Registration Statement is has not been filed or reviewed pursuant to the terms hereof an amount in cash to each Purchaser, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement up to a maximum amount of all liquidated damages payable under this Agreement to any Purchaser of 10% of the purchase price paid for Registrable Securities by such Purchaser pursuant to the Purchase Agreement. The amounts payable as partial liquidated damages pursuant to this paragraph shall be paid within three (3) Business Days of the SB-2 Filing Deadline and monthly thereafter within three (3) Business Days of the last day of each month following the commencement of the SB-2 Filing Deadline until the SB-2 Registration Statement has been reviewed by the Purchasers and filed with respect the SEC as required herein. If the Company fails to pay any partial liquidated damages pursuant to this section in full within seven calendar days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser amount that is permitted to be paid by applicable law) to the Registrable SecuritiesPurchaser, accruing daily from the Corporation will issue Penalty Warrants as set forth date such payments are due until such amounts, plus all such interest thereon, are paid in full. Payments to be made pursuant to this Section 8 below in respect 2(a)(i) shall apply on a daily pro-rata basis for any portion of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants a month prior to the review and filing of the Registration Statement required herein. All payments shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedimmediately available cash funds.

Initial Registration Statement. Promptly following The Company shall prepare and file with the closing of Commission on or prior to the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) Filing Date a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to as would permit the exercise sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in full of the Penalty Warrants outstanding or issuable on manner reasonably requested by a Holder (the date of filing“Initial Registration Statement”). At the time the Registration Statement is declared effective, the The Initial Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, be on Form S-3 (except if any. Such Registration Statement also shall cover, the Company is not then eligible to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to register for resale the Registrable Securities. No securities held by a third party Securities on Form S-3, in which case such registration shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided on another appropriate form in accordance with Section 3(c) hereof the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Subscribers and their counsel prior Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable best efforts to its filing or other submission. If a maintain the effectiveness of the Initial Registration Statement then in effect until such time as a registration statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Initial Registration Statement shall contain a “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company shall use reasonable best efforts to cause the Initial Registration Statement filed by it to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline, and, subject to Section 4.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such date as no Holder beneficially owns any Registrable Securities or (ii) the date that is not filed with the SEC within one hundred and eighty three (1803) days of years following the Closing Date (the "Registration Date"“Effectiveness Period”). By 4:00 p.m. (New York City time) on the Business Day following the Effectiveness Deadline, except as excused the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the such Initial Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedStatement.

Initial Registration Statement. Promptly following the earlier of (x) the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) and (y) April 15, 2019, but no later than one hundred and eight May 15, 2019 (180) days after the Closing Date“Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"Registrable Securities), covering the resale of the Initial Registrable Securities held by the SubscribersSecurities. Subject to any SEC comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution attached hereto as Exhibit A; provided, if anyhowever, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (the "Registration Date"), except as excused aggregate amount invested by such Investor pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following The Company has filed, in accordance with the closing provisions of the Merger Agreement Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form F-3 (File Number 333-256451) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Company, including Ordinary Shares represented by ADSs and debt securities that may be convertible into Ordinary Shares represented by ADSs, which contains, among other things a Plan of Reorganization dated Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on June 23, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as of January ____amended when it became effective, 2007, among the Corporation, Elite FX, Inc.including all documents filed as part thereof or incorporated by reference therein, and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be including any information contained in a Prospectus subsequently filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after with the SEC issues a no review letterpursuant to Rule 424(b) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale or deemed to be a part of the Registrable Initial Registration Statement pursuant to Rule 430B of the Securities held Act, is herein called the “Registration Statement.” No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SubscribersSEC and no proceedings for that purpose have been instituted or, Nugent, Baudanza, Horn and Investa, if any, plus to the number of shares of Common Stock necessary to permit the exercise in full knowledge of the Penalty Warrants outstanding or issuable on Company, are threatened by the date of filingSEC. At the time the Registration Statement is declared became effective, at the date of this Agreement and at the Closing Date, the Registration Statement shall include and any amendments thereto conformed and will conform in all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, material respects to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent requirements of the Subscribers. The Registration Statement (Securities Act and each did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement theretothereto was issued and at the Closing Date, conformed and each request for acceleration of effectiveness thereof) shall be provided will conform in accordance with Section 3(c) hereof all material respects to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days requirements of the Closing Date (Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the "Registration Date")statements therein, except as excused pursuant to Section 2(d) belowin light of the circumstances under which they were made, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.misleading

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated The Company shall, as of January ____promptly as reasonably practicable, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but in no event later than one hundred and eight thirty (18030) days after the Closing Datedate of this Agreement (the “Filing Deadline”), file a Registration Statement under the Corporation Securities Act to permit the public resale of all of the Unlocked Shares on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”), or if Rule 415 is not available for offers and sales of the Unlocked Shares, by such other means of distribution of the Unlocked Shares as the Unitholders’ Representative may reasonably specify. The Company shall use its reasonable best efforts to cause such Registration Statement to be filed and declared become effective as soon as reasonably practicable (after such filing, but in no event later than 30 days the earlier of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement, and (ii) the 5th business day after the SEC issues a no review letterdate the Company is notified (orally or in writing, whichever is earlier) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time Commission that the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding will not be “reviewed,” or issuable at such time, if any. Such Registration Statement also shall cover, will not be subject to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribersfurther review. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused Commission pursuant to Section 2(dthis subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) belowor, if Form S-3 is then available to the Company, on Form S-3 (a “Form S-3”) or such other form of registration statement as is then available to effect a registration for each 30-day period (or pro rata resale of such Unlocked Shares, covering such Unlocked Shares, and shall contain a Prospectus in such form as to permit any Holder to sell such Unlocked Shares pursuant to Rule 415 at any time beginning on the effective date for any portion thereof) following the such Registration Date during which no Statement. A Registration Statement is filed with respect pursuant to this subsection 2.1.1 shall provide for the Registrable Securitiesresale pursuant to any method or combination of methods legally available to, and requested prior to effectiveness by, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedUnitholders’ Representative.

Initial Registration Statement. Promptly following the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) (but no later than one hundred and eight forty-five (18045) days after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act")one Registration Statement on Form S-1, covering the resale of the Registrable Securities held by and the SubscribersOther Registrable Securities. Subject to any SEC comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. In the event that the SEC requires an Investor to be named as an underwriter and such Investor does not consent thereto, such Investor’s Registrable Securities or issuable at such timeOther Registrable Securities, if anyas applicable, shall be removed from the Registration Statement and shall be treated as “Cut Back Shares” in accordance with Section 2(d) hereof. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities and the Other Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the SubscribersRequired Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission, provided, that no such amendment or supplement occurring solely as a result of the filing by the Company of a report or other document pursuant to the Exchange Act need be provided to any Investor or its counsel. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.5% of the Closing Date (the "Registration Date"), except as excused aggregate amount invested by such Investor pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly (a) Within 20 days following the closing date of this Agreement, the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among Company will file a shelf registration statement on Form S-3 (or a successor form) covering all Registrable Shares held by the Corporation, Elite FX, Inc., and other parties named therein Stockholders (the "Closing Date"“Initial Shelf”). (b) (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall The Company will use its reasonable best efforts to cause the Initial Shelf to be filed and declared effective by the Commission as soon as reasonably practicable practicable. (but c) Promptly following the issuance of any Additional Shares by the Company to the Stockholders, the Company shall file a post-effective amendment to the Initial Shelf in no event later than 30 days after order to add such Additional Shares to the SEC issues Initial Shelf. (d) The Company will keep a no review letter) a shelf registration statement under on Form S-3 (or a successor form) filed pursuant to this Section 2.1 continuously effective until the Securities Act earliest of 1933 (i) the date on which all Registrable Shares covered by such shelf registration statement have been sold thereunder, (ii) the date there cease to be any Registrable Shares outstanding and (iii) six years following the rules promulgated thereunder date the Initial Shelf is declared effective by the Commission (such earliest date being the "1933 Act"“End Date”). For the avoidance of doubt, if any Registrable Shares exist and have not been sold prior to the date on which securities may no longer be offered and sold pursuant to the Initial Shelf, the Company shall file a new shelf registration statement on Form S-3 (or a successor form) covering the resale of the all remaining Registrable Securities Shares held by the SubscribersStockholders, Nugentand shall use reasonable best efforts to keep such shelf registration statement continuously effective until the End Date. (e) Subject to Section 2.4, Baudanzaupon the request, Horn made at any time and Investafrom time to time, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effectiveStockholders who own Registrable Shares, the Registration Statement Company shall include all shares facilitate in the manner described in this Agreement an offering of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be Shares included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedshelf registration statement.

Initial Registration Statement. Promptly following The Company has filed, in accordance with the closing provisions of the Merger Agreement Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form S-3 (File Number 333-266666) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Company, including shares of Common Stock and debt securities that may be convertible into shares of Common Stock, which contains, among other things a Plan of Reorganization dated Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on August 17, 2022 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as of January ____amended when it became effective, 2007, among the Corporation, Elite FX, Inc.including all documents filed as part thereof or incorporated by reference therein, and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be including any information contained in a Prospectus subsequently filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after with the SEC issues a no review letterpursuant to Rule 424(b) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale or deemed to be a part of the Registrable Initial Registration Statement pursuant to Rule 430B of the Securities held Act, is herein called the “Registration Statement.” No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SubscribersSEC and no proceedings for that purpose have been instituted or, Nugent, Baudanza, Horn and Investa, if any, plus to the number of shares of Common Stock necessary to permit the exercise in full knowledge of the Penalty Warrants outstanding or issuable on Company, are threatened by the date of filingSEC. At the time the Registration Statement is declared became effective, at the date of this Agreement and at the Closing Date, the Registration Statement shall include and any amendments thereto conformed and will conform in all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, material respects to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent requirements of the Subscribers. The Registration Statement (Securities Act and each did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement theretothereto was issued and at the Closing Date, conformed and each request for acceleration of effectiveness thereof) shall be provided will conform in accordance with Section 3(c) hereof all material respects to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days requirements of the Closing Date (Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the "Registration Date")statements therein, except as excused pursuant to Section 2(d) belowin light of the circumstances under which they were made, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.misleading

Initial Registration Statement. Promptly following the earlier of (x) the closing of the Merger purchase and sale of the securities contemplated by the Purchase Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "“Closing Date"”) and (y) July 15, 2020, but no later than one hundred and eight August 15, 2020 (180) days after the Closing Date“Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"Registrable Securities), covering the resale of the Initial Registrable Securities held by the SubscribersSecurities. Subject to any SEC comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution attached hereto as Exhibit A; provided, if anyhowever, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (the "Registration Date"), except as excused aggregate amount invested by such Investor pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following On or before the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days 40th day after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3ASR (or, if Form S-3ASR is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder Registrable Securities) (the "1933 Act"“Shelf Registration Statement”), covering the resale of the Registrable Securities held by the SubscribersSecurities. Subject to any SEC comments, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the such Shelf Registration Statement shall include all shares a plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution in substantially the form attached hereto as Exhibit A; provided, if anyhowever, that no Holder shall be named as an “underwriter” in the Shelf Registration Statement without the Holder’s prior written consent, provided, further, that any Holder who unreasonably refuses to be named as an underwriter in the Shelf Registration Statement shall be excluded as a selling shareholder from the Shelf Registration Statement. Such The Shelf Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Buyer Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Shelf Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided by the Company to the Holders in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Shelf Registration Statement covering the Registrable Securities is not (A) filed with on or prior to the SEC within one hundred Filing Deadline and/or (B) effective on or prior to the Effectiveness Deadline (as defined below), the Company will make pro rata payments to each Holder, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 12% per annum of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, Registrable Securities for each 30-day period (full month or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline or Effectiveness Deadline, as applicable, for which no Registration Statement is filed or effective, as applicable, with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Member Representative to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Holder in cash no later than ten (10) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following On or before the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days 30th day after the Closing DateDate of the offering of Notes and Warrants under the Purchase Agreement and related Transaction Documents (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder Registrable Securities) (the "1933 Act"“Initial Registration Statement”), covering the resale of the Registrable Securities held by Securities. Subject to any SEC comments, such Registration Statement shall include the Subscribersplan of distribution attached hereto as Exhibit A; provided, Nugenthowever, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise that no Holder shall be named as an “underwriter” in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effectivewithout the Holder’s prior written consent, provided, further, any Holder who unreasonably refuses to be named as an underwriter in the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if anybe excluded as a selling shareholder from the Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities of the Company for the account of any other person without the prior written consent of the SubscribersRequired Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.0% of the Closing Date (aggregate amount invested by the "Registration Date"), except as excused Holder pursuant to Section 2(d) below, the Purchase Agreement for each 30-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Holders to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Holder in cash no later than three (3) Business Days after the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedend of each 30-day period.

Initial Registration Statement. Promptly following The Company has filed, in accordance with the closing provisions of the Merger Agreement Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form F-3 (File Number 333-252688) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”), with respect to the issuance and sale of securities by the Company, including Ordinary Shares and debt securities that may be convertible into Ordinary Shares, which contains, among other things a Plan of Reorganization dated Distribution section disclosing the methods by which the Company may sell such securities. The Initial Registration Statement was declared effective on February 12, 2021 and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as of January ____amended when it became effective, 2007, among the Corporation, Elite FX, Inc.including all documents filed as part thereof or incorporated by reference therein, and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be including any information contained in a Prospectus subsequently filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after with the SEC issues a no review letterpursuant to Rule 424(b) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale or deemed to be a part of the Registrable Initial Registration Statement pursuant to Rule 430B of the Securities held Act, is herein called the “Registration Statement.” No stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SubscribersSEC and no proceedings for that purpose have been instituted or, Nugent, Baudanza, Horn and Investa, if any, plus to the number of shares of Common Stock necessary to permit the exercise in full knowledge of the Penalty Warrants outstanding or issuable on Company, are threatened by the date of filingSEC. At the time the Registration Statement is declared became effective, at the date of this Agreement and at the Closing Date, the Registration Statement shall include and any amendments thereto conformed and will conform in all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, material respects to the extent allowable requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company is, and was at the time of the filing of the Registration Statement, a “foreign private issuer,” as defined in Securities Act Rule 405 and Exchange Act Rule 3b-4, and otherwise eligible to use Form F-3 under the 1933 Act (including Rule 416)Securities Act, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions and the Company meets the transaction requirements with respect to the Registrable Securities. No aggregate market value of securities held by a third party shall be included in such Registration Statement without being sold pursuant to this offering and during the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel 12 months prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date")this offering, except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect General Instruction I.B.5 of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedForm F-3.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____The Company shall prepare, 2007and, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 thirty (30) days after the SEC issues a no review letter) a registration statement under Initial Closing Date (as defined in the Securities Act of 1933 and the rules promulgated thereunder Purchase Agreement) (the "1933 ActFiling Deadline"), file with the Commission an Initial Registration Statement or Initial Registration Statements (as necessary) on Form S-1, covering the resale of all of the Registrable Securities. In the event that Form S-1 is unavailable for such a registration, the Company shall use such other form as is available for such a registration. Any Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the product of (x) two and, (y) the sum of (i) the maximum number of Shares that are issuable upon conversion of the Initial Shares and the Additional Shares on the date of filing, and (ii) the maximum number of Shares issuable upon exercise of the Warrants, in each case, without regard to any limitation on any holder's ability to convert any of the Warrants or the Preferred Shares and without regard to whether any or all of such Preferred Shares or Warrants have been issued to Purchaser (on the date calculated, the "Minimum Conversion Amount"). Such Registration Statement shall state that, in accordance with Rule 416 under the Securities held Act, it also covers such indeterminate number of additional Shares as may become issuable upon conversion of such Preferred Shares or exercise of such Warrants (i) resulting from any adjustment in the applicable Conversion Price of such Preferred Shares or the Exercise Price of such Warrants or (ii) to prevent dilution resulting from stock splits or stock dividends. If at any time the Minimum Conversion Amount exceeds the total number of Shares so registered, the Company shall, within five (5) business days after receipt of a written notice from the Purchaser, either (i) amend the Registration Statement or Registration Statements filed by the Subscribers, Nugent, Baudanza, Horn and InvestaCompany pursuant to the preceding sentence, if anysuch Registration Statement has not been declared effective by the Commission at that time, plus to register all of the Shares into which the Initial Shares, the Additional Shares and the Warrants may be converted or exercised, as applicable, or (ii) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement on Form S-1, or such other appropriate form, to register the number of shares of Common Stock necessary into which the Initial Shares, Additional Shares, and Warrants may be converted or exercised, as applicable, that exceed the number of Shares already registered. The Company shall use its best efforts to permit have the exercise in full Initial Registration Statement declared effective within the earliest to occur of (i) ninety (90) days following the Initial Closing Date (ii) if the Commission elects not to conduct a review of the Penalty Warrants outstanding or issuable on Initial Registration Statement, the date of filing. At which is three (3) business days after the time date upon which either the Company or its counsel is so notified, whether orally or in writing; or (iii) if the Initial Registration Statement is declared effectivereviewed by the Commission, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding date which is three (3) business days after the date upon which the Company or issuable at such timeits counsel is notified by the Commission, if any. Such Registration Statement also shall coverwhether orally or in writing, to that the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions Commission has no further comments with respect to the Registrable SecuritiesInitial Registration Statement or that the Initial Registration Statement may be declared effective. The earliest of such dates is referred to herein as the "Required Effective Date." Notwithstanding the use of the terms "Required Filing Date" and "Required Effective Date" herein, the Company shall at all times use its best efforts to file each required Registration Statement or amendment to a Registration Statement as soon as possible after the Closing Date or after the date the Company becomes obligated to file such Registration Statement or amendment, as the case may be, and to cause each such Registration Statement or amendment to become effective as soon as possible thereafter. No securities held by a third party of the Company other than the Registrable Securities shall be included in any such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedStatement.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date"a) (but no later than one hundred and eight (180) days after On or before the Closing Date), the Corporation Company shall use its reasonable best efforts to cause to be have filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering for the resale by the Purchaser of the Registrable Securities held (the “Registration Statement”). The Registration Statement shall be declared effective under the Act by the SubscribersSEC within sixty (60) days of the Closing Date and no stop order shall have been issued and no proceeding shall have been initiated or threatened with respect to a stop order relating thereto. If required, Nugenta prospectus constituting a part of the Registration Statement (the “Prospectus”) shall have been filed with the SEC in the manner and within the time period required by Rule 424(b) under the Act. The Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all statements which are required to be stated therein in accordance with the Act and the rules and regulations thereunder, Baudanzaand in all material respects conform to the requirements thereof, Horn and Investaneither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or shall omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made in the case of the Prospectus, not misleading. (b) The Company shall keep the Registration Statement effective under the Act until the earlier of (i) the sale of all Registrable Securities pursuant to the Registration Statement and (ii) the first date upon which the Purchaser may sell all of the Registrable Securities into the public market, without restrictions, pursuant to Rule 144(k) promulgated under the Act; provided, however, that in the event that at any time following the effectiveness of the Registration Statement under the Act, the Registration Statement or the Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made in the case of the Prospectus, not misleading as a result of a pending material corporate transaction, the Company (i) shall provide written notice to the Purchaser advising the Purchaser that the Purchaser may not resell the Registrable Securities pursuant to the Registration Statement until the date specified therein (the period commencing on the date of the receipt of such notice and such date, a "Blackout Period"), and (ii) shall be entitled to delay (the "Delay Period") the filing with the SEC of any amendment or supplement to the Registration Statement required to correct such untrue statement of material fact or omission to state any material fact (a "Required Amendment"), if anythe purpose for such delay is solely to maintain the confidentiality of such transaction or to permit the Company to consummate such transaction. Notwithstanding the foregoing, plus (x) the aggregate number of days included in any Blackout Period shall not exceed 90 days during any consecutive 12 month period and (y) the Delay Period shall terminate, and such Required Amendment shall be declared by the SEC to be effective under the Act, on or prior to the final day of the applicable Blackout Period. (c) If the Registration Statement is not declared effective by the SEC within sixty (60) days of the Closing Date or a Required Amendment is not declared effective by the SEC prior to the final day of the applicable Blackout Period, the Company shall pay to the Purchaser in cash, on the first day of each calendar month thereafter, an amount equal to 6% per annum of the Purchase Price for each day in the immediately preceding calendar month that the Registration Statement or the Required Supplement has not yet declared effective. The payments required in this Section 6.01(b) shall not reduce or excuse (but shall be cumulative to) the obligations of the Company under the Warrant Certificate to increase the number of shares of Common Stock necessary to permit the issuable upon exercise in full of the Penalty Warrants outstanding or issuable on as a result of the date of filing. At delay in the time SEC declaring the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

Initial Registration Statement. Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (Date but no later than one hundred and eight sixty (18060) days after the Closing DateDate (the “Filing Deadline”), the Corporation Company shall use its reasonable best efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than 30 days after file with the SEC issues a no review letter) one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement under for resale of the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"Registrable Securities), covering the resale of the Initial Registrable Securities held by (assuming that all dividends for a period of four years are paid in PIK Shares as provided in the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full terms of the Penalty Warrants outstanding or issuable on Series D Preferred Stock subject to the date of filinglimitations therein). At the time the Registration Statement is declared effectiveSubject to any SEC comments, the such Registration Statement shall include all shares the plan of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such timedistribution attached hereto as Exhibit A; provided, if anyhowever, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. No securities held by a third party shall be included in such Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the SubscribersRequired Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC within one hundred on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and eighty (180) days not as a penalty, in an amount equal to 1.5% of the Closing Date (aggregate stated value of the "Registration Date"), except as excused Series D Preferred Stock received by such Investor pursuant to Section 2(d) below, the Purchase Agreement for each 30120-day period (or pro rata for any portion thereof) thereof following the Registration Date during Filing Deadline for which no Registration Statement is filed with respect to the Initial Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect right of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants the Investors to seek injunctive relief. Such payments shall be issuable made to any Subscriber, Nugent, Baudanza, Horn or to Investa each Investor in cash no later than three (3) Business Days after the event end of each 120-day period in which such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issuedliquidated damages accrue.

Initial Registration Statement. Promptly (a) Within 30 Business Days following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared Company will file an automatically effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) a shelf registration statement under on Form F-3 (or a successor form) (or, if the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act")Company is not then eligible to file an automatically effective registration statement on Form F-3, then a standard registration statement on Form F-3) covering the resale of the all Registrable Securities Shares held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if anyStockholders; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities if at the time any Penalty Warrants are of filing of such registration statement the Company is not eligible to file a registration statement on Form F-3 (or a successor form), then the Company shall file a registration statement on Form F-3 (or a successor form) covering all Registrable Shares held by the Stockholders within 30 Business Days following the date on which the Company becomes eligible to file a registration statement on Form F-3 (or a successor form). A registration statement filed pursuant to this Section 2.1(a) will, unless otherwise requested by Stockholders representing a majority of the Registrable Shares then held by all Stockholders, cover all Registrable Shares then held by the Stockholders. (b) The Company will keep a shelf registration statement on Form F-3 (or a successor form) filed pursuant to this Section 2.1 continuously effective until the earliest of (i) the date on which all Registrable Shares covered by such shelf registration statement have been sold thereunder and (ii) with respect to Registrable Shares held by each Stockholder, the date there cease to be issuedany Registrable Shares outstanding (such earliest date being the “End Date”). For the avoidance of doubt, if any Registrable Shares exist and have not been sold prior to the date on which securities may no longer be offered and sold pursuant to such registration statement, the Company shall file a new shelf registration statement on Form F-3 (or a successor form) covering all remaining Registrable Shares held by the Stockholders, and shall use commercially reasonable efforts to keep such shelf registration statement continuously effective until the End Date. (c) Subject to Section 2.4(b), upon the request, (i) made at any time and from time to time, of Stockholders who own Registrable Shares with an aggregate value (based on the SC Trading Average) of at least $10 million as of the date of such request, or (ii) made at any time, with respect to the registration of all of the outstanding Registrable Shares by the Stockholders who own all of the outstanding Registrable Shares, the Company shall facilitate in the manner described in this Agreement an offering of Registrable Shares included in any shelf registration statement.