Common use of Registration Procedures and Expenses Clause in Contracts

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company hereby agrees that it shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Securities and Exchange Commission a Registration Statement (the “Initial SEC”), as soon as reasonably practicable after the date of the Company’s initial issuance of Securities to a Trust pursuant to one of the Contribution Agreements, but in no event more than 120 days after such date, a shelf registration statement on Form S-3 covering the Securities (such registration statement and any successor registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), shall be hereinafter referred to as the “Registration Statement”) relating ), to enable the resale of all of appropriate Committee, with respect to each Trust, to direct the Registrable Trustee to sell the Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on in the Nasdaq Capital Market, or manner contemplated by the facilities plan of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations distribution set forth in this Section 7.1, in the event the Commission informs the Company any prospectus that all is part of the Registrable Securities cannotRegistration Statement, as a result of the application of Rule 415 promulgated under the Securities Actamended by any prospectus supplement or post-effective amendment thereto, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial cause such Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything declared effective as promptly as reasonably possible after filing and to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement remain continuously effective until the earliest of (i) two years after the effective date of the applicable Registration Statementon which all Securities have been sold, and (ii) such time as all the fifth anniversary of the Registrable Securities have been sold Contribution Agreements (the “Registration Period”); provided, however, that it shall not be required to file such Registration Statement or cause such Registration Statement to be declared effective during the pendency of any suspension period pursuant to Sections 1.2(c) or (d) below; (b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement, or (iii) such time all of Statement and the Registrable Securities become eligible for resale by prospectus filed with the SEC pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof424(b) under the Securities Act Act, or any other rule of similar effect if no such filing is required, as included in the Registration Statement (the “Effectiveness PeriodProspectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided, however, that it shall not be required to file any such amendment or prospectus supplement during the pendency of any suspension period pursuant to Sections 1.2(c) or (d) below; (d c) furnish to the Purchaser with respect to each Trust, furnish the Registrable Securities registered under any Registration Statement (Committees and to each underwriter, if any, of the Trustee with such Registrable Securities) such reasonable number of copies of prospectuses the Prospectus in conformity with the requirements of the Securities Act, and such other documents as the Purchaser Committees may reasonably direct the Trustee to request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities held by such Trust by the PurchaserTrustee, as directed by the appropriate Committee; (e d) use its reasonable commercial efforts to file documents required of the Company for normal “blue sky” sky clearance in such states specified as the Committees shall reasonably designate in writing by the Purchaserwriting; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f e) bear all expenses in connection with the procedures in actions contemplated by paragraphs (a) through (gd) of this Section 7.1 1.1 and the registration of the Registrable Securities pursuant to any the Registration Statement. With respect to each Trust, other than fees and expenses, if any, of counsel or other advisers the Committees shall provide such reasonable assistance to the Purchaser Company and furnish, or underwriting discountscause to be furnished, brokerage fees to the Company in writing such information regarding the Securities to be sold and commissions incurred the intended method or methods of disposition of the Securities, as shall be required to effect the registration of the Securities and as may be required from time to time under the Securities Act and the rules and regulations thereunder. As directed by the Purchaserappropriate Committee, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to each Trust, the Shares as required under Regulation D Trustee will provide the Company with specific information from the Trustee’s ordinary books and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to records about the Securities Act, for a period of two years from or the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andTrust.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c c) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e e) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h h) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i i) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and (j) if, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form F-4/S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, deliver to each holder of unregistered Registrable Securities a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7.1(j) that are eligible for resale pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective registration statement. The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 7 with respect to the Registrable Securities of the Purchaser that Purchaser shall complete, execute and furnish to the Company a questionnaire with respect to the Registration Statement in a form reasonably requested by the Company.

Registration Procedures and Expenses. Subject to Closing, the The Company hereby agrees that it shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Securities and Exchange Commission a Registration Statement (the “Initial SEC”), as soon as reasonably practicable after the date of the Company’s initial issuance of Securities to a Trust pursuant to one of the Contribution Agreements, but in no event more than 30 days after such date, a shelf registration statement on Form S-3 covering the Securities (such registration statement and any successor registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), shall be hereinafter referred to as the “Registration Statement”) relating ), to enable the resale of all of appropriate Committee, with respect to each Trust, to direct the Registrable Trustee to sell the Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on in the Nasdaq Capital Market, or manner contemplated by the facilities plan of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations distribution set forth in this Section 7.1, in the event the Commission informs the Company any prospectus that all is part of the Registrable Securities cannotRegistration Statement, as a result of the application of Rule 415 promulgated under the Securities Actamended by any prospectus supplement or post-effective amendment thereto, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial cause such Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything declared effective as promptly as reasonably possible after filing and to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement remain continuously effective until the earliest of (i) two years after the effective date of the applicable Registration Statementon which all Securities have been sold, and (ii) such time as all the fifth anniversary of the Registrable Securities have been sold Contribution Agreements (the “Registration Period”); provided, however, that it shall not be required to file such Registration Statement or cause such Registration Statement to be declared effective during the pendency of any suspension period pursuant to Sections 1.2(c) or (d) below; (b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement, or (iii) such time all of Statement and the Registrable Securities become eligible for resale by prospectus filed with the SEC pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof424(b) under the Securities Act Act, or any other rule of similar effect if no such filing is required, as included in the Registration Statement (the “Effectiveness PeriodProspectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided, however, that it shall not be required to file any such amendment or prospectus supplement during the pendency of any suspension period pursuant to Sections 1.2(c) or (d) below; (d c) furnish to the Purchaser with respect to each Trust, furnish the Registrable Securities registered under any Registration Statement (Committees and to each underwriter, if any, of the Trustee with such Registrable Securities) such reasonable number of copies of prospectuses the Prospectus in conformity with the requirements of the Securities Act, and such other documents as the Purchaser Committees may reasonably direct the Trustee to request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities held by such Trust by the PurchaserTrustee, as directed by the appropriate Committee; (e d) use its reasonable commercial efforts to file documents required of the Company for normal “blue sky” sky clearance in such states specified as the Committees shall reasonably designate in writing by the Purchaserwriting; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f e) bear all expenses in connection with the procedures in actions contemplated by paragraphs (a) through (gd) of this Section 7.1 1.1 and the registration of the Registrable Securities pursuant to any the Registration Statement. With respect to each Trust, other than fees and expenses, if any, of counsel or other advisers the Committees shall provide such reasonable assistance to the Purchaser Company and furnish, or underwriting discountscause to be furnished, brokerage fees to the Company in writing such information regarding the Securities to be sold and commissions incurred the intended method or methods of disposition of the Securities, as shall be required to effect the registration of the Securities and as may be required from time to time under the Securities Act and the rules and regulations thereunder. As directed by the Purchaserappropriate Committee, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to each Trust, the Shares as required under Regulation D Trustee will provide the Company with specific information from the Trustee’s ordinary books and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to records about the Securities Act, for a period of two years from or the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andTrust.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b a) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserOriginal Holders, to cause to become effective no later than one hundred eighty (180) days following the Effective Date a Registration Statement on Form S-1in order to register with the Commission under the Securities Act sales by the Original Holders under the Securities Act of all of the Registrable Shares held by the Original Holders; (b) use its reasonable efforts, subject to declare each Registration Statement effective within 150 days receipt of necessary information from such other Persons who become parties to this Agreement after the Purchaser’s Demand Effective Date, within one hundred eighty (210 180) days if following the closing date of the sale of the Company's common stock to each such other Person(s) who become a party to this Agreement pursuant to Section 8(a) hereof, to cause an amendment to the Registration Statement is reviewed to become effective in order to register with the Commission under the Securities Act a sale by such other Person(s) all of the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Registrable Shares held by such other Person; (c c) promptly prepare and file with the Commission Commission, and deliver to each Holder, such amendments and supplements to any such Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until and to comply with the earliest provisions of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the sale or other disposition of all Registrable Securities registered under any Registration Statement Shares until termination of such obligation as provided in Section 6 below; (and d) furnish to each underwriter, if any, of such Registrable Securities) Holder such number of copies of prospectuses and such other documents as prospectuses, including preliminary prospectuses, in conformity with the Purchaser may reasonably requestrequirements of the Securities Act, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserHolders; (e e) file documents required of use its reasonable efforts to cause all Registrable Shares to be listed on each securities exchange, quotation system, market or over-the-counter bulletin board, if any, on which equity securities by the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business are then listed or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedtraded; (f f) bear all expenses in connection with this Agreement, including, without limitation, all registration and filing fees (including all expenses incident to filing with the procedures in paragraphs (a) through (g) NASD), printing expenses, fees and disbursements of this Section 7.1 counsel for company, expenses of any special audits incident to or required by any such registration and expenses of complying with the registration securities or blue sky laws of the Registrable Securities pursuant to any Registration Statementjurisdiction, other than (i) fees and expenses, if any, of counsel or other advisers advisors to the Purchaser Holders and (ii) brokers commissions, discounts or underwriting discounts, brokerage fees and commissions incurred by transfer taxes; and Notwithstanding anything to the Purchasercontrary expressed or implied herein, if a registration statement on Form S-3, or any in connection substitute form, becomes available for registration of the Registrable Shares, the Company may instead prepare and file with the offering of the Shares pursuant to Commission a registration statement on Form S-3 at any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) time in order to enable the Purchaser to sell register the Registrable Securities Shares under Rule 144 to the Securities Act, Act and such registration statement will be a "Registration Statement" for a period the purposes of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andthis Agreement.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 30 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415), and to provide each Purchaser with a copy of the Registrable Securities permitted such draft Mandatory Registration Statement for review not less than two business days before filing; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be included in declared effective within the Initial Registration Statement by guidance provided by earlier of (i) 30 days following the Commission Filing Date (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Closing Date) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further comments from the Staff (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 business days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three business days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two business days later); (i) upon notification by the Commission that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchasers promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gk) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject If and whenever the Company is required by the provisions of Section 4 or 5 hereof to Closinguse its best efforts to effect the registration of any of the Restricted Stock under the Securities Act, the Company shallwill, as expeditiously as possible: (a a) within 60 days prepare (and afford counsel for the “Filing Deadline”selling holders reasonable opportunity to review and comment thereon) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement registration statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included which, in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts case of an underwritten public offering pursuant to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital MarketSection 4 hereof, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless S-1, S-3 or another foxx xx xxneral applicability satisfactory to the Company is not then eligible managing underwriter selected as therein provided) with respect to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser securities and use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”determined as hereinafter provided); (c b) promptly prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 such registration statement and the prospectus used in connection therewith and any documents incorporated by reference therein and file such other documents as may be necessary to keep such registration statement effective until for the earliest period specified in paragraph (a) above and to comply with the provisions of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement disposition of all Restricted Stock covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller and to each underwriter, if any, of such Registrable Securities) underwriter such number of copies of prospectuses the registration statement and the prospectus included therein (including each preliminary prospectus), and all amendments, supplements, and exhibits thereto, and such other documents as the Purchaser such persons may reasonably request, request in order to facilitate the public sale or other disposition of all or the Restricted Stock covered by such registration statement (and the Company hereby consents to the use of any of the Registrable Securities such prospectus, together with such supplements and amendments, by the Purchasersellers and underwriters, if any, in connection with the offer and sale covered thereby); (e d) file documents use its best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any jurisdiction); (e) immediately notify each seller under such registration statement and each underwriter, (i) when such registration statement or any post-effective amendment or supplement thereto becomes effective; (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such registration statement (and the Company shall use best efforts to prevent the initiation of proceedings for, prevent the entry of and/or remove such order or requirement); or (iii) of the happening of any event as a result of which such registration statement, as then in effect, the prospectus contained therein or any document incorporated by reference therein includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) use its best efforts to furnish, at the request of any seller, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration, if such securities are being sold through underwriters, or on the date that the registration statement becomes effective, if such securities are not being sold through underwriters: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, if any, and to such sellers stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or sellers may reasonably request; (g) take such actions as may be necessary or appropriate to obtain a CUSIP number (if none exists) for normal “blue sky” clearance the Common Stock, and make all filings and secure all approvals required pursuant to the regulations of the National Association of Securities Dealers, Inc. in states specified connection with such registration; (h) take such actions as may be necessary or appropriate to cause the Restricted Stock so to be registered to be listed on the principal securities exchange (or on the NASDAQ National Market System, as the case may be) on which the Company's Common Stock is then traded (or, in the case of an initial public offering, on such national securities exchange (or on the NASDAQ National Market System) as the Company shall elect); (i) use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to any holder of Restricted Stock, as soon as reasonably practicable (but not more than 15 months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (j) make available for inspection by each seller, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and permit such seller, attorney, accountant or agent to participate in the preparation of such registration statement. For purposes of paragraphs (a) and (b) above and of Section 4(c) hereof, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or six months after the effective date thereof. In connection with each registration hereunder, the selling holders of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 4 and 5 hereof covering an underwritten public offering, the PurchaserCompany agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that such agreement shall not contain any such provision applicable to the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection inconsistent with the procedures in paragraphs (a) through (g) provisions hereof and provided, further, however, that the time and place of this Section 7.1 the closing under said agreement shall be as mutually agreed upon among the Company, such managing underwriter and the registration selling holders of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andRestricted Stock.

Registration Procedures and Expenses. Subject to Closing, the (a) The Company shall: (i) use its best efforts to file a Registration Statement with the SEC on or before the date that is ten (10) within 60 days after the date of termination of the Merger Agreement in accordance with its terms (the “Merger Termination Date” and, such later tenth (10th) day, the “Filing DeadlineDate”) after Purchaser’s demand on Form S-3 under the Securities Act (providing for shelf registration of the resale of such Registrable Shares under Rule 415 under the Securities Act) or on such other form which is appropriate to register the such Registrable Shares (the “for resale from time to time by Purchaser’s Demand”), prepare and file with the Commission a ; such Registration Statement shall be an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) (an “Initial Automatic Shelf Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that if the Company shall use diligent efforts is then eligible to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial file an Automatic Shelf Registration Statement; each Registration Statement shall be on Form F-3 comply in all material respects with the requirements of the Securities Act; (unless ii) use its best efforts to cause any such Registration Statement filed pursuant to Section 7.2(a)(i) above to become effective under the Company Securities Act as promptly after filing of such Registration Statement as practicable but in any event by the date (the “Effectiveness Deadline Date”) that is not then eligible to register for resale thirty (30) days following the Registrable Securities on Form F-3Filing Date; provided, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1however, that in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission)SEC, but in any event not later than 240 then such Effectiveness Deadline Date shall be the date that is ninety (90) days after following the Purchaser’s Demand (the “Effective Deadline”)Filing Date; (c iii) promptly prepare and file with the Commission SEC such amendments and supplements to any such Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith therewith, or a new Registration Statement, as may be necessary to, and to use its best efforts to, keep such registration statement at least one Registration Statement continuously effective until termination of such obligation as provided in Section 7.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 7.5; (d iv) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by Purchaser, including a copy of the Purchaserprospectus to be furnished to Purchaser pursuant to Section 7.2(g); (e v) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedjurisdiction; (f vi) with respect to a Registration Statement that is not an Automatic Shelf Registration Statement, upon notification by the SEC that that such Registration Statement will not be reviewed or is no longer subject to further review and comment by the SEC, request, within three business days, acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. New York Time on the date that effectiveness is requested (the “Registration Effective Date”); (vii) deliver to Purchaser, by 9:00 a.m. New York time on the day following the Registration Effective Date, without charge, an electronic copy of each prospectus or prospectuses (including each form of prospectus) and each amendment or supplement thereto, each of which prospectus shall satisfy the requirements of Section 10(a) of the Securities Act. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by Purchaser in connection with the offering and sale of the Registrable Securities covered by such prospectus and any amendment or supplement thereto; (viii) advise Purchaser promptly: (1) of any review initiated by the SEC with respect to the Registration Statement; (2) of the effectiveness of the Registration Statement or any post-effective amendments thereto; (3) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto; (4) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (5) of the existence or discovery of any fact or the happening of any event that makes (1) the Registration Statement 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 or (2) any related prospectus (including any documents incorporated by reference therein) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; in each of the foregoing cases, the Company shall promptly file with the SEC an amended Registration Statement and prospectus, or a new Registration Statement, which shall not contain any such untrue statement or omission and, in the case of an amended Registration Statement or new Registration Statement, use its best efforts to cause the same to become effective under the Securities Act as soon as practicable but in no event later than forty-five (45) days after such filing; and (ix) use its best efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities of the Company are then listed. (b) In the event the Company elects to file a registration statement under the Securities Act pertaining to an underwritten public offering of Common Stock of the Company, the Company shall notify the Purchaser thereof at least ten (10) days prior to filing and will afford Purchaser the opportunity to include Registrable Shares therein. In such event, the right of Purchaser to participate in such underwriting shall be conditioned upon Purchaser’s entry into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company. If in the course of the offering, the underwriter determines in good faith that market factors require a limitation of the number of shares to be underwritten, the number of shares shall be allocated first to the Company, second to Purchaser and third to any other stockholders participating in such underwriting; provided that, in any event, Purchaser shall be entitled to include in such offering an amount of its Common Shares equal to no less than 25% of the total number of shares of Common Stock constituting such offering. Purchaser’s rights under this Section 7.2(b) shall terminate on the earlier of the date on which Purchaser first holds Common Shares constituting less than 2.5% of the outstanding common stock of the Company or two (2) years after the Registration Effective Date. (c) The Company shall bear all reasonable expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 7.2 and the registration and underwriting of the Registrable Securities pursuant to Shares on such Registration Statement and the satisfaction of the blue sky laws of such states; provided, however, that in no event will the Company be responsible for any Registration Statement, other than fees and expenses, if any, of counsel underwriting discounts or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any due in connection with the sale of Registrable Shares in any underwritten offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andShares.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), NFC will prepare and file with the Commission SEC, as promptly as reasonably practicable following the Closing, but in no event later than the Filing Deadline, a Registration Statement registration statement on Form S-3 or Form F-3 (the “Initial Registration Statement”or any successor thereto) relating to as applicable covering the resale of all of the Registrable Securities or such maximum portion of (the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately“Short-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), and as soon as reasonably practicable thereafter but in either case covering no event later than 15 days following the maximum number filing of the Short-Form Registration Statement (45 days in the event of a full review of the Short-Form Registration Statement by the SEC), use best efforts to cause such registration statement to be declared effective under the Securities Act. In the event that Form S-3 or Form F-3 (or any successor thereto) as applicable is or becomes unavailable to register the resale of the Registrable Securities permitted to be registered by the Commission. Notwithstanding anything at any time prior to the contrary hereunder, the Purchaser shall have two (2) demand registrations expiration of all Holders’ registration rights pursuant to this Section 7; (b ) use its reasonable commercial effortsAgreement, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly NFC will prepare and file with the Commission SEC, as promptly as reasonably practicable following the Closing but in no event later than the Filing Deadline, a registration statement on Form S-1 or Form F-1 (or any successor thereto) as applicable covering the resale of the Registrable Securities (the “Long-Form Registration Statement”), and as soon as reasonably practicable thereafter but in no event later than 30 days following the filing of the Long-Form Registration Statement (60 days in the event of a full review of the Long-Form Registration Statement by the SEC), use best efforts to cause such registration statement to be declared effective under the Securities Act. (b) NFC will use its reasonable best efforts to: (i) prepare and file with the SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith Prospectus as may be necessary or advisable to keep such registration statement the Registration Statement continuously effective until and current for the earliest Registrable Securities held by the Holders for a period ending on the earlier of (i) two years after the effective date of the applicable Registration Statement, on which all Ordinary Shares initially required to be registered pursuant to this Agreement cease to be Registrable Securities or (ii) such time as all of the Registrable Securities have been sold pursuant to a registration statement or Rule 144. NFC will notify each Holder promptly upon the Registration StatementStatement and each post-effective amendment thereto being declared effective by the SEC and advise each Holder that the form of Prospectus contained in the Registration Statement or post-effective amendment thereto, or (iiias the case may be, at the time of effectiveness meets the requirements of Section 10(a) such time all of the Registrable Securities become eligible for resale by Act or that it intends to file a Prospectus pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof424(b) under the Securities Act or any other rule that meets the requirements of similar effect (Section 10(a) of the “Effectiveness Period”)Securities Act; (d ii) furnish to each Holder and its representatives and counsel in advance of filing the Purchaser Registration Statement or the Prospectus or any amendment or supplement thereto a copy of a reasonably complete draft of such Registration Statement or Prospectus or any amendment or supplement thereto, and provide Holder the opportunity to object to any information pertaining to Holder that is contained therein and make necessary corrections reasonably requested by Holder with respect to such information prior to filing the Registration Statement or the Prospectus or any amendment or supplement thereto; (iii) furnish to each Holder with respect to the Registrable Securities registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses the Registration Statement and the Prospectus (including supplemental prospectuses) filed with the SEC in conformance with the requirements of the Securities Act and other such other documents as the Purchaser Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserHolder; (e iv) file documents required of the Company for normal “make any necessary blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedsky filings; (f v) bear advise the Holders, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (vi) with a view to making available to each Holder the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Holder to sell Registrable Securities to the public without registration, NFC covenants and agrees to use its reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities qualify to be resold immediately without restriction, and without regard for whether NFC has filed and made available the information contemplated by Rule 144(c)(1), pursuant to any Registration Statement, other than fees and expenses, if any, Rule 144 or (B) such date as all of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under shall have been resold pursuant to Rule 144 to (and may be further resold without restriction); (ii) file with the SEC in a timely manner all reports and other documents required of NFC under the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company Act and timely file all reports required to be filed by the Company under the Exchange Act; andand (iii) furnish to the Holder upon request, as long as the Holder owns any Registrable Securities, (A) a written statement by NFC as to whether it has complied with the reporting requirements of the Securities Act and the Exchange Act, and (B) such other information as may be reasonably requested in order to avail the Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. (c) NFC will pay the expenses incurred by NFC and each Holder in complying with this Agreement, including, without limitation, all registration and filing fees, FINRA fees, exchange listing fees, fees of transfer agents and registrars, printing expenses, fees and disbursements of counsel, including Founder Parties’ counsel fees up to a maximum of $20,000 plus disbursements, and independent reserve engineers for NFC, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding and all underwriting discounts and selling commissions applicable to the sale of Registrable Securities by the Holders). (d) NFC understands that each Holder disclaims being an underwriter but acknowledges that a determination by the SEC that a Holder is deemed an underwriter shall not relieve NFC of any obligations it has hereunder.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 30 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415), and to provide each Purchaser with a copy of the Registrable Securities permitted such draft Mandatory Registration Statement for review not less than two business days before filing; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be included in declared effective within the Initial Registration Statement by guidance provided by earlier of (i) 30 days following the Commission Filing Date (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Closing Date) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further comments from the Staff (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 business days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three business days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two business days later); (i) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchasers promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gk) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c c) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e e) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 as soon as reasonably practicable, but in no event later than 90 days following the Closing Date (the “"Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”Date"), prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) on Form SB-2 relating to the resale of all sale of the Shares and the Warrant Shares (together, the "Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amountSecurities") by the Purchaser and the Other Purchasers from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange or electronic quotation service on which the Ordinary Shares are Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to declare each the Registration Statement effective within 150 60 days after the Purchaser’s Demand date the Registration Statement is filed with the Commission (210 days such date, the "Required Effective Date"). However, so long as the Company filed the Registration Statement by the Filing Date, if the Registration Statement receives Commission review, then the Required Effective Date will be the ninetieth (90th) calendar day after the date the Registration Statement is reviewed by filed with the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c c) use its commercially reasonable efforts to promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, or (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)1933; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e e) file documents required of the Company for normal “blue sky” Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with the offering of the Shares pursuant to any Registration Statementany; (g g) file a Form D with respect to the Shares Securities as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h h) file Form Ds make available, while the Registration Statement is effective and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws available for resale, its Chief Executive Officer, Chief Financial Officer, and regulations and to provide a copy thereof to counsel to Chief Technology Officer for questions regarding information which the Purchaser promptly after filing; (i ) may reasonably request in order to enable fulfill any due diligence obligation on its part. The Company understands that the Purchaser to sell disclaims being an underwriter, but the Registrable Securities under Rule 144 Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. A questionnaire related to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required Registration Statement to be filed completed by the Company under the Exchange Act; andPurchaser is attached hereto as Appendix I.

Registration Procedures and Expenses. Subject to Closing, the (a) The Company shall: (a i) within 60 days (subject to receipt of necessary information from each of the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)Investors, prepare and file with the Commission a Registration Statement (SEC, as soon as practicable after the “Initial Registration Statement”) Second Closing Date or, if the Second Closing Date shall not occur, as soon as practicable after the provisions of the Agreement relating to the Second Closing have been terminated pursuant to Section 8.4 thereof, a registration statement on Form S-3 (the "Registration Statement") to enable the resale of all the Shares by each of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser Investors from time to time on through the automated quotation system of the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded Stock Market or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or ; (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b A) use its reasonable commercial best efforts, subject to receipt of necessary information from each of the PurchaserInvestors, to cause the Commission to declare each Registration Statement to become effective within 150 no event later than sixty (60) days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission)Company, but in any event not later than 240 and (B) within five (5) days after the Purchaser’s Demand (receipt of a no review letter from the “Effective Deadline”)SEC, take all appropriate measures necessary to cause the Registration Statement to become effective; (c iii) promptly use its reasonable best efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith which forms a part thereof (the "Prospectus") as may be necessary to keep such registration statement the Registration Statement current and effective until for a period not exceeding, with respect to the earliest Investors' Shares, the earlier of (i) two years after the effective date on which, in the opinion of counsel to the Company, each of the applicable Registration Statement, Investors may sell all Shares then held by it in any 90-day period pursuant to Rule 144 under the Securities Act (without restriction by the volume limitations of Rule 144(e)) or (ii) such time as all of Shares purchased by the Registrable Securities Investors have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) a registration statement under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)pursuant to Rule 144; (d iv) furnish to each of the Purchaser Investors with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC ("Preliminary Prospectuses") in conformity with the requirements of the Securities Act and such other documents as the Purchaser such Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by such Investor, provided, however, that unless waived by the PurchaserCompany in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to any Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (e v) file documents required of the Company for normal “blue sky” sky clearance in states reasonably specified in writing by any Investor prior to the Purchaser; effectiveness of the Registration Statement, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f vi) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (ai) through (gv) of this Section 7.1 1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than including without limitation (a) registration and filing fees with the SEC, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the Shares), (c) printing expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage (d) fees and commissions expenses incurred by the Purchaser, if any in connection with the offering listing of the Shares pursuant to any Registration Statement; Shares, (g e) file a Form D with respect to the Shares as required under Regulation D fees and to provide a copy thereof to expenses of counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, independent certified public accountants for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company (including the expenses of any comfort letters), (f) the fees and timely file all reports required to be filed expenses of any additional experts retained by the Company under in connection with such registration, (g) fees and expenses in connection with any review of underwriting arrangements by the Exchange Act; andNational Association of Securities Dealers, Inc., including fees and expenses of any "qualified independent underwriter,"

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before six (6) months after the date of this Agreement (the “Filing Date”) to the resale of register all of the Registrable Shares on Form F-3 or Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under Commission Rule 415). In the event that Form F-3 or such maximum portion Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use diligent its commercially reasonable efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Mandatory Registration Statement shall to be on Form F-3 declared effective as soon as practicable and in any event within the earlier of: (unless i) 30 days following the Filing Date and (ii) five (5) Trading Days after the date the Company is receives written notification from the Commission that the Mandatory Registration Statement will not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1reviewed (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 90 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(i), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within ten (10) Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have Mandatory Registration Statement; (d) not less than two (2) demand registrations pursuant Trading Days prior to this Section 7the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to those Purchasers who have supplied the Company with email addresses copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the review of such Purchasers. The Company shall reflect in each such document when so filed with the Commission such comments regarding the Purchasers and the plan of distribution as the Purchasers may reasonably and promptly propose no later than two (2) Trading Days after the Purchasers have been so furnished with copies of such documents as aforesaid; (b e) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c f) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.7 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d g) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e h) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(h) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f i) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three (3) Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (j) upon notification by the Commission that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (k) advise the Purchasers promptly (and in any event within two (2) Trading Days thereof): (l) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (i) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iii) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (iv) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (m) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to ClosingFollowing receipt of the Registration Request, the Company shall: (a a) within 60 days subject to receipt of necessary information from Pfizer, including the information requested in the Registration Questionnaire, use its reasonable best efforts to prepare and file the Registration Statement with the SEC on or prior to the 30th calendar day following receipt of the Registration Request (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s DemandDate”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial best efforts, subject to receipt of necessary information from Pfizer, including the Purchaserinformation requested in the Registration Questionnaire, to cause the Commission to declare each Registration Statement to become effective within 150 90 calendar days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission)Filing Date, but in any event not later than 240 or within 120 calendar days after the Purchaser’s Demand (Filing Date if the “Effective Deadline”)SEC determines to review such Registration Statement; (c c) use its reasonable best efforts, subject to the provisions of Section 5.5 below, to (i) comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, (ii) promptly prepare and file with the Commission SEC such amendments and supplements to the Registration Statement, (iii) promptly prepare and file with the SEC the Prospectus, as defined below, including any Registration Statement filed pursuant to this Section 7.1 and the prospectus supplement or amendment thereof, used in connection therewith therewith, (iv) promptly inform Pfizer in writing if, at any time during the Registration Period (as defined below), the Company becomes aware of the fact that it does not satisfy the conditions specified in Rule 172(c) of the Securities Act and, as a result thereof, Pfizer is required to deliver a Prospectus in connection with any disposition of Registrable Securities, and (v) take all such other actions as may be reasonably necessary to keep such registration statement effective until the Registration Statement current and effective, in each case, for a period (the “Registration Period”) not exceeding the earliest of (iA) two years one year after the effective date of the applicable Registration StatementFiling Date, (iiB) the date on which all Registrable Securities then held by Pfizer may be sold or transferred in compliance with Rule 144 under the Securities Act (or any other similar provisions then in force) without any volume or manner of sale restrictions thereunder, or (C) such time as all of the Registrable Securities held by Pfizer have been sold (1) pursuant to the Registration Statementa registration statement, (2) to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (iii3) such time all in a transaction exempt from the registration and prospectus delivery requirements of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of similar effect (the “Effectiveness Period”)such sale; (d d) during the Registration Period, promptly furnish to the Purchaser Pfizer with respect to the Registrable Securities registered for the account of Pfizer under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such reasonable number of copies of prospectuses and such other documents the Prospectus as Pfizer may request, including any supplements to or amendments to the Purchaser may reasonably requestProspectus, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserPfizer; (e e) file documents required during the Registration Period, promptly take such action as may be necessary to qualify, or obtain, an exemption for the Registrable Securities under such of the Company for normal “blue sky” clearance state securities laws of United States jurisdictions as shall be necessary to qualify, or obtain an exemption for, the sale of the Registrable Securities in states specified in writing by the PurchaserPfizer; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented, subject itself to general taxation in any such jurisdiction or provide any undertakings that cause the Company undue expense or burden; (f f) bear all expenses in connection with the procedures in paragraphs (a) through (e) and (g) of this Section 7.1 5.2 and the registration of the Registrable Securities pursuant to any the Registration Statement, other than regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made with Nasdaq); (ii) fees and expenses of compliance with federal securities and state “blue sky” or securities laws; (iii) expenses of printing or copying (including printing certificates for the Registrable Securities and copying Prospectuses); (iv) all application and filing fees, if any, in connection with listing of the Registrable Securities with Nasdaq; and (v) all fees and disbursements of counsel of the Company and independent certified public accountants of the Company; provided, however, that Pfizer shall be responsible for paying the underwriting commissions or brokerage fees, taxes of any kind (including, without limitation, transfer taxes) applicable to any disposition, sale or transfer of Pfizer’s Registrable Securities, and (except as set forth in Section 5.5) fees and expenses, if any, of counsel or other advisers advisors to the Purchaser Pfizer. The Company shall, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statementaccounting duties); (g g) file a Form D with respect to during the Shares as required under Regulation D and to provide a copy thereof to counsel to Registration Period, advise Pfizer promptly, but in any event within two business days, by e-mail, fax or other type of communication, and, if requested by such person, confirm such advice in writing: (i) after it shall receive notice or obtain knowledge of the Purchaser promptly after filing; (h ) file Form Ds and issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose, or any other required documents with each applicable order issued by any state securities commission or jurisdiction other regulatory authority suspending the qualification or exemption from qualification of such Registrable Securities under applicable state securities or “blue sky” laws laws; and regulations and to provide a copy thereof to counsel it will, subject to the Purchaser provisions of Section 5.4 below, promptly after filinguse its reasonable best efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal at the earliest possible moment if such stop order or other order should be issued; (ii) when the Prospectus or any supplements to or amendments of the Prospectus have been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; and (iii) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to Pfizer that pertain to Pfizer as Selling Stockholder or to the Plan of Distribution (as defined below), but not information which the Company believes would constitute material and non-public information); (i h) except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement, include in the Registration Statement the “Plan of Distribution” attached hereto as Exhibit D; (i) neither the Company nor any of its securities holders may include securities of the Company (other than the Shares) in order any Registration Statement filed pursuant to enable this Agreement unless (A) required under the Purchaser terms of any registration rights provisions set forth in any of the agreements listed as exhibits to sell the Registrable Securities under Rule 144 Company’s 10-K or (B) otherwise agreed to by Pfizer, and the Company shall not during the Registration Period enter into any agreement in contravention of the foregoing; (j) not less than three business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (other than (i) Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports or other documents incorporated by reference therein and (ii) any post-effective amendment de-registering Shares at the end of the Registration Period), the Company shall furnish to Pfizer copies of the “Selling Stockholder” section of such document, the “Plan of Distribution,” and any risk factor contained in such document that addresses specifically this transaction or Pfizer, as proposed to be filed (the date any such document is provided to Pfizer being hereinafter referred to as the “Notice Date”), which documents will be subject to the review and comment (but not approval) of Pfizer and its counsel; provided that, the failure of Pfizer or its counsel to respond to such proposed documents within two business days after the Notice Date shall be deemed approval of same; and provided, further, that no such review and comment shall inhibit the Company from filing the Registration Statement, any Prospectus or any such amendment or supplement within five business days after the Notice Date or otherwise from complying with its obligations hereunder; (k) respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as practicable, provide to Pfizer copies of all material correspondence from and to the SEC relating to such Registration Statement that would not result in the disclosure to Pfizer of material and non-public information concerning the Company; (l) comply in all material respects with the provisions of the Securities Act, for a period the Exchange Act and all rules of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) SEC promulgated thereunder with respect to public information about the Company Registration Statement and the disposition of all Registrable Securities covered by the Registration Statement; and (m) upon any sale of Registrable Securities pursuant to the Registration Statement for the account of Pfizer, cooperate with Pfizer to facilitate the timely file all reports required preparation and delivery of stock certificates representing such Registrable Securities to be filed delivered to the transferee thereof pursuant to the Registration Statement, which certificates shall be free of all restrictive legends; provided, that the delivery of such certificates shall be subject to the payment by the Company under the Exchange Act; andPfizer of any transfer taxes, if applicable.

Registration Procedures and Expenses. Subject to Closing, the Company shallTHE COMPANY SHALL: (a a) within 60 10 days of the conversion of the Note pursuant to Section 2 thereof, commence the preparation of a registration statement on Form S-3 (the “Filing Deadline”"REGISTRATION STATEMENT") after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided Common Stock by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser Holder from time to time on through the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded Stock Market or in privately-privately negotiated transactions. The Initial ; and, subject to receipt of necessary information from the Holder, file the Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under with the Securities Act, be registered for resale on a single registration statement, the Company agrees and Exchange Commission (and Purchaser acknowledges"SEC") to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7soon thereafter as practicable; (b b) use its reasonable commercial best efforts, subject to receipt of necessary information from the PurchaserHolder, to cause the Commission to declare each Registration Statement to become effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)as soon as practicable; (c c) promptly use its best efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement current and effective until for a period not exceeding the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration Statementdate on which this Note is converted pursuant to Section 2, (ii) such time as the date on which the Holder may sell all Shares then held by the Holder without restriction by the volume limitations of Rule 144(e) of the Registrable Securities have been sold pursuant to the Registration Statement, Act or (iii) such time as all shares of the Registrable Securities become eligible for resale by Common Stock have been sold pursuant to Rule 144 (including for purposes of this Agreementa registration statement, any successor rule that may be adopted following and to notify the date hereof) under Holder promptly upon the Securities Act or any other rule of similar effect (Registration Statement and each post-effective amendment thereto being declared effective by the “Effectiveness Period”)SEC; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Holder such number of copies of prospectuses the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC ("PRELIMINARY PROSPECTUSES") in conformity with the requirements of the Securities Act of 1933 and such other documents as the Purchaser Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities shares of the Common Stock by the PurchaserHolder; provided, however, that unless waived by the Company in writing, the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Holder shall be subject to the receipt by the Company of reasonable assurances from the Holder that the Holder will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (e e) file documents required of the Company for normal “blue sky” sky clearance in all states specified in writing by the Purchaserrequiring blue sky clearance; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (ge) of this Section 7.1 1.1 (including reasonable fees and expenses of one counsel for Holder) and the registration of the Registrable Securities Common Stock pursuant to any the Registration Statement; and (g) advise the Holder, other than fees and expenses, if any, promptly after it shall receive notice or obtain knowledge of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred issuance of any stop order by the Purchaser, if any in connection with SEC delaying or suspending the offering effectiveness of the Shares pursuant to Registration Statement or of the initiation of any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D proceeding for that purpose; and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with prevent the requirements issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. With a view to making available to the Holder the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Holder to sell shares of the Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, including without limitation, use its commercially reasonable efforts until the earlier of (A) such date as all of the Holder's shares of Common Stock may be resold pursuant to comply Rule 144(k) or any other rule of similar effect or (B) such date as all of the Holder's shares of Common Stock shall have been resold; (ii) file with the requirements SEC in a timely manner all reports and other documents required of Rule 144(c) with respect to public information about the Company under the Securities Act and timely file all reports required to be filed by the Company under the Exchange Act; andand (iii) furnish to the Holder upon request, as long as the Holder owns any shares of Common Stock, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail the Holder of any rule or regulation of the SEC that permits the selling of any such shares of Common Stock without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1.1 that the Holder shall furnish to the Company such information regarding itself, the shares of Common Stock to be sold by the Holder, and the intended method of disposition of such securities as shall be required to effect the registration of the Common Stock.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 subject to receipt of necessary information in writing from the Purchasers, as soon as reasonably practicable, but in no event later than forty-five (45) calendar days following the Closing Date (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s DemandDate”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) on Form S-3 relating to the resale of all sale of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement Shares by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the each Purchaser from time to time on the Nasdaq Capital Market, OTC Bulletin Board or the facilities of any national securities exchange on which the Ordinary Shares are Common Stock is then traded or in privately-privately negotiated transactionstransactions (each a “Registration Statement”, with the initial Registration Statement referred to as the “First Registration Statement”) and will use its best efforts to maintain the quotation of such Shares on the OTC Bulletin Board or the facilities of any national securities exchange on which the Common Stock is then traded. The Initial Registration Statement shall not include securities owned by persons other than Purchasers and their respective assigns, subject to Section 20 below. The First Registration Statement shall contain (except if otherwise directed by the Required Purchasers) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit 3 (the “Plan of Distribution”). The amount of Shares required to be on included in the Registration Statement as described in Section 7.1(a) (“Initial Registrable Shares”) shall be limited to not less than 100% of the maximum amount (“Rule 415 Amount”) of Common Stock which may be included in a single Registration Statement without exceeding registration limitations imposed by the Commission pursuant to Rule 415 of the Securities Act. If Form F-3 (unless S-3 is not available at that time, the Company will file with the Commission a registration statement on such form (including without limitation Forms SB-1, SB-2 and S-1) as is then available to effect a registration of the Shares, subject to the consent of a majority of the Purchasers, which consent shall not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, unreasonably withheld; (b) in the event the Commission informs the Company that less than all of the Initial Registrable Securities cannot, Shares are included in the First Registration Statement as a result of the application of limitation described in this Section 7.1(a)(i), file additional Registration Statements each registering the Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees Amount (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial each such Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Subsequent Registration Statement”), in either case covering seriatim, until all of the maximum number Initial Registrable Shares have been registered. The Filing Date and Effective Date of each such additional Registration Statement shall be, respectively, fourteen (14) and forty-five (45) days after the first day such Subsequent Registration Statement may be filed without objection by the Commission based on Rule 415 of the 1933 Act. Initial Registrable Securities permitted Shares and Share to be included in additional Registration Statements shall be allocated and registered by pro rata among the Commission. Notwithstanding anything to Purchasers based upon their initial investments in the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Offering; (b c) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to declare each the First Registration Statement effective within 150 ninety (90) calendar days after the Purchaser’s Demand Closing Date (210 days the “Required Effective Date”). However, so long as the Company filed the First Registration Statement by the Filing Date, if the First Registration Statement is reviewed by receives Commission review, then the Required Effective Date will be the ninetieth (90th) calendar day after the Closing Date. The Company’s commercially reasonable efforts will include, but not be limited to, promptly responding to all comments received from the staff of the Commission). If at any time the Company receives notification from the Commission that the First Registration Statement will receive no action or review from the Commission, but in then the Company will, subject to its rights under this Agreement, use its commercially reasonable efforts to cause the First Registration Statement to become effective within two (2) business days after such Commission notification. The Company shall not file any event registration statements with the Commission relating to securities that are not later than 240 Shares until ninety (90) days after the Purchaser’s Demand (Required Effective Date; provided nothing herein shall prohibit the “Effective Deadline”)filing of amendments or supplements to already filed registration statements; (c d) use its commercially reasonable efforts to promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest of (i) two years after the effective date of the applicable Registration StatementClosing Date, (ii) such time as the date on which the Purchasers may sell all of the Registrable Securities have been sold Shares then held by the Purchasers, without registration, pursuant to Rule 144 promulgated under the Registration StatementSecurities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold and the adequate current public information requirement of Rule 144(c)(1) no longer applies to the sale of Shares, or (iii) such time as all of Shares purchased by all Purchasers in the Registrable Securities become eligible for resale by Offering have been sold pursuant to a Registration Statement or Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) promulgated under the Securities Act Act. Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Purchasers shall have no further right to offer or sell any other rule of similar effect (the “Effectiveness Period”)Shares pursuant to the Registration Statement; (d e) use commercially reasonably efforts to furnish (i) to the each Purchaser with respect to the Registrable Securities Shares registered under the Registration Statement by fax or email (in each case with answerback confirmed) or other prompt means one copy of the prospectus promptly after effectiveness of the Registration Statement and in any case before the next opening of the principal market for the Shares and (ii) to each Purchaser with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents as the such Purchaser may reasonably requestrequest within a reasonable time, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the such Purchaser; (e f) file documents required of the Company for normal “blue sky” Blue Sky clearance in states specified in writing by each Purchaser and reasonably acceptable to the PurchaserCompany; provided, however, that the Company shall not be required to (i) qualify to do business or in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1; (ii) file a general consent to service of process in any jurisdiction such jurisdiction; (iii) subject itself to taxation in any such jurisdiction; (iv) provide any undertakings that cause material expense or burden to the Company; or (v) make any change to its organizational documents, which it is not now so qualified or has not so consentedin each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (f g) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the each Purchaser or underwriting discounts, brokerage fees and commissions incurred by the such Purchaser, if any; and (h) promptly notify each Purchaser of the effectiveness of a Registration Statement, and any post-effective amendments thereto, as well as of the receipt by the Company of any stop orders of the Commission with respect to a Registration Statement and the lifting of any such order or of any pending proceeding under Section 8A of the Securities Act in connection with the offering of the Shares Shares. Notwithstanding the foregoing, it shall be a condition precedent to the obligations of the Company to take any action pursuant to any paragraphs (a) through (f) of this Section 7.1, that such Purchaser shall furnish to the Company such information regarding itself, the Shares to be sold by such Purchaser, and the intended method of disposition of such Shares as shall be required to effect the registration of the Shares, all of which information shall be furnished to the Company in writing specifically for use in the Registration Statement; . The Company understands that each Purchaser disclaims being an underwriter, but such Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the Commission that such Purchaser is deemed an underwriter, then the period in which the Company is obligated to submit an acceleration request to the Commission shall be extended to the earlier of (g i) file a Form D the sixtieth (60th) day after such Commission notification, or (ii) ninety (90) days after the initial filing of the Registration Statement with the Commission. Notwithstanding the foregoing, the parties understand and agree that (i) the Placement Agent has not been retained as an underwriter for purposes of offering and selling the Shares; and (ii) Company shall not be obligated to retain an underwriter with respect to the offer and sale of Shares as required under Regulation D and to provide a copy thereof to counsel pursuant to the Registration Statement. Neither the Company nor any Subsidiary or affiliate thereof shall identify any Purchaser promptly after filing; (h ) file Form Ds as an underwriter in any public disclosure or filing with the Commission and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to Purchaser being deemed an underwriter by the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about Commission shall not relieve the Company and timely file all reports required to be filed by of any obligations it has under this Agreement; provided, however, that the foregoing shall not prohibit the Company under from including the Exchange Act; anddisclosure found in the Plan of Distribution.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand Investors, use its commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission cause a Registration Statement on Form S-3, or on such other form as is available to the Company (the “"Initial Registration Statement”) relating "), to be filed with the Securities and Exchange Commission ("SEC"), within 30 calendar days following the Closing Date (the "Required Filing Date"), to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser Investors from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form)time. Notwithstanding the registration obligations set forth in the first sentence of this Section 7.11(a), in the event the Commission SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act415, be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser and holders thereof, (ii) use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or SEC or (iiiii) withdraw the Initial Registration Statement and file a new registration statement (a “"New Registration Statement”, ," and together with the Initial Registration Statement and Statement, the registration statement referred to in clause (c) below, a “"Registration Statement”"), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything SEC on Form S-3 or such other form available to register for resale the contrary hereunderSecurities as a secondary offering, with the number of shares included on such amendment or the New Registration Statement cut back proportionally for each Investor; provided, however, that prior to filing such amendment or New Registration Statement, the Purchaser Company shall have two be obligated to use its best efforts to advocate with the SEC for the registration of all of the Securities in accordance with SEC policies. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (2ii) demand registrations pursuant or (iii) above, the Company will use its commercially reasonable efforts to this Section 7file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserInvestors, use its commercially reasonable efforts to cause the Commission to declare each Registration Statement to become effective within 150 no later than the date that is 90 calendar days after the Purchaser’s Demand Closing Date, (210 or, in the event of a "full review" of the Registration Statement by the SEC, 150 calendar days if after the Closing Date) (the "Required Effective Date"). If the Registration Statement (i) has not been filed by the Required Filing Date or (ii) has not been declared effective by the SEC on or before the Required Effective Date, the Company shall, on the Business Day immediately following the Required Filing Date or the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Investor as partial compensation for such delay (the "Late Registration Payments") equal to 1% of the purchase price paid for the Preferred Shares purchased by the Investor and not previously sold by the Investor until the Registration Statement is reviewed filed or declared effective by the Commission)SEC, but as the case may be; provided, however, that in any no event not later than 240 days shall the payments made pursuant to this Subsection (b) if any, exceed in the aggregate 10% of such purchase price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five Business Days after the Purchaser’s Demand earlier of (i) the “end of each 30 day period following the Required Effective Deadline”)Date or (ii) the effective date of the Registration Statement; (c c) promptly subject to a Suspension (as defined in Section 2(c)) being in effect, use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the related prospectus used in connection therewith (the "Prospectus") as may be necessary to keep such registration statement the Registration Statement current and effective until for a period ending on the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementClosing Date, (ii) such time as all of the Registrable date on which the Investor may sell Securities have been sold pursuant to Rule 144 under the Registration Statement, Securities Act or any successor rule ("Rule 144") or (iii) such time as all of the Registrable Securities become eligible for resale purchased by such Investor in this Offering have been sold (A) pursuant to Rule 144 a registration statement, (including for purposes B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction or (C) in a transaction exempt from the registration and prospectus delivery requirements of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of similar effect (such sale, and to notify each Investor promptly upon the “Effectiveness Period”)Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Investor such number of copies of prospectuses the Registration Statement and such other documents the Prospectus (including supplemental prospectuses) (collectively, the "Prospectuses") as the Purchaser Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserInvestor; (e e) file documents required of the Company for normal “customary blue sky” sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (ge) of this Section 7.1 1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Investors, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (h) with a view to making available to the requirements Investor the benefits of Rule 144144 and any other rule or regulation of the SEC that may at any time permit the Investor to sell Securities to the public without registration, including without limitation, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor's Securities may be resold pursuant to comply Rule 144 or any other rule of similar effect or (B) such date as all of the Investor's Securities shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and SEC in a timely file manner all reports and other documents required to be filed by of the Company under the Securities Act and under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); andand (iii) furnish to the Investor upon request, as long as the Investor owns any Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Securities without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Investor shall furnish to the Company such information regarding itself, the Securities to be sold by the Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Securities. The Company understands that the Investor disclaims being an underwriter, but acknowledges that a determination by the SEC that the Investor is deemed an underwriter shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Securities and Exchange Commission (the “Commission”) on or before September 21, 2021 (the “Filing Date ”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Rule 415 of the Securities Act). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be declared effective as soon as practicable and in any event within the earlier of: (i) 30 days following the Filing Date and (ii) five Business Days after the date the Company receives written notification from the Commission that the Mandatory Registration Statement will not be reviewed; provided, however, that in the event the Staff reviews and has written comments to the Mandatory Registration Statement, such time period shall be within 90 days following the Filing Date (the earlier of the foregoing or the applicable date set forth in Section 1.2(i), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by Holder in the Mandatory Registration Statement, then the Company shall prepare and file (i) within 20 days of the first date or time that such excluded Registrable Shares may then be included in the Initial a Resale Registration Statement by guidance provided by if the Commission shall have notified the Company that certain Registrable Shares were not eligible for inclusion in the Resale Registration Statement or (provided ii) in all other cases, within 20 days following the date that the Company shall use diligent efforts becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “Resale Registration Statement”) to register up to any Registrable Shares that have been excluded (or, if applicable, the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities number of any national securities exchange on which the Ordinary such excluded Registrable Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless that the Company is not then eligible permitted to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Additional Registration Statement as required by consistent with Commission guidance), if any, from being registered on the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Mandatory Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause ; (cd) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have not less than two (2) demand registrations pursuant Business Days prior to this Section 7the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to Holder copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the reasonable review of Holder. The Company shall reflect in each such document when so filed with the Commission such comments regarding Holder and the plan of distribution as Holder may reasonably and promptly propose no later than two (2) Business Days after Holder have been so furnished with copies of such documents. (e) use its commercially reasonable efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c f) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 1.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 1.5; (d g) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Holder such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserHxxxxx; (e h) file such documents as may be required of the Company for normal “securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by Hxxxxx and use its commercially reasonable efforts to maintain such blue sky” clearance in states specified in writing by sky qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 1.2(h) to qualify as a foreign corporation, subject itself to do business general taxation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f i) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three Business Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Business Days later); (j) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (k) advise Holder promptly (and in any event within two (2) Business Days thereof): (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (l) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (m) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 1.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing(a) Except during a Suspension (as defined below), the Company shall: (a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial effortswill, subject to receipt of necessary information from the PurchaserPurchasers: (i) as soon as practicable use reasonable best efforts to prepare and file with the Commission a registration statement on Form S-3 or other applicable form available to the Company (the “Initial Registration Statement”) covering the resale of all of the Shares and the Warrant Shares of each Purchaser that has complied with Section 6.4, together with any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by a Purchaser (the “Registrable Securities”); provided, however, that in the event that publicly-available written guidance, rules of general applicability of the Commission staff, or written comments, requirements or request of the Commission staff to the Company in connection with the review of any registration statement, in any case, relating to the availability of Form S-3 under General Instruction I.B.3 to Form S-3 (the “SEC Guidance”) does not permit the Initial Registration Statement to include all Registrable Securities of each Purchaser (provided that, the Company shall use reasonable best efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance), then the Company will use reasonable best efforts to file such additional Registration Statements (the “Subsequent Registration Statements”) at the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities (the “Subsequent Filing Dates”). If any SEC Guidance sets forth a limitation on the number of Registrable Securities to be registered on a particular Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities represented by Warrant Shares on a pro rata basis based on the total number of unregistered Warrant Shares held by such Purchasers, and second by the Registrable Securities represented by Shares on a pro rata basis based on the total number of unregistered Shares held by such Purchasers; (ii) use reasonable best efforts to cause (1) the Initial Registration Statement, as amended, to cause become effective under the Commission to declare each Registration Statement effective within 150 days Securities Act no earlier than after the Purchaser’s Demand filing of the next annual report on Form 10-K and no later than 4:00 p.m. Eastern Time on the one hundred eightieth (210 days 180th) day after the Closing Date and (2) any Subsequent Registration Statements, as amended, which may be required to be filed hereunder pursuant to Section 6.1(a)(i) to become effective under the Securities Act as soon as practicable but in any event no later than 4:00 p.m. Eastern Time on the forty-fifth (45th) day after such Subsequent Filing Date, or if the such Subsequent Registration Statement is reviewed by the Commission), but in any event not later than 240 days on the ninetieth (90th) day after the Purchaser’s Demand such Subsequent Filing Date (the each, its “Required Effective DeadlineDate”); (c iii) use reasonable best efforts to cause any prospectus used in connection with any Registration Statement (a “Prospectus”) to be filed with the Commission pursuant to Rule 424(b) under the Securities Act as soon as practicable but in any event no later than 9:00 a.m. Eastern Time the next business day following the date such Registration Statement is declared effective by the Commission; (iv) use its reasonable best efforts to promptly prepare and file with the Commission such amendments and supplements to the Registration Statements and any Registration Statement filed pursuant to this Section 7.1 and the prospectus Prospectus used in connection therewith (A) as may be necessary to keep such registration statement Registration Statements continuously effective until the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementClosing Date, (ii) such time as all of the Registrable Securities have been sold pursuant to the such Registration Statement, Statements or (iii) such time the date on which all of the Registrable Securities become eligible for resale (including the Warrant Shares) may be resold by each of the Purchasers without registration pursuant to Rule 144 144(k) and (including for purposes of this Agreement, any successor rule that B) as may be adopted following the date hereof) under the Securities Act reasonably requested by a Purchaser in order to incorporate information concerning such Purchaser or any other rule such Purchaser’s intended method of similar effect (the “Effectiveness Period”)distribution; (d v) so long as any Registration Statement is effective covering the resale of Registrable Securities owned by the Purchasers, furnish to the each Purchaser with respect to the Registrable Securities registered under any such Registration Statement (and to each underwriter, if any, of such Registrable Securities) such reasonable number of copies of prospectuses Prospectuses and such other documents as the such Purchaser may reasonably request, request in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the such Purchaser; (e vi) use commercially reasonable efforts to file documents required of the Company for normal “blue sky” Blue Sky clearance in any states specified in writing by the PurchaserPurchasers; provided, however, that the Company shall not be required to qualify to do business or consent to service of process generally in any jurisdiction in which it the Company is not now so qualified or has not so consentedqualified; (f vii) bear all expenses in connection with the procedures in paragraphs (ai) through (gvi) of this Section 7.1 6.1(a) and the registration of the Registrable Securities pursuant to any the Registration StatementStatements, other than fees and expenses, if any, of counsel or other advisers advisors to the Purchaser Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchasers, if any any, in connection with the an underwritten offering of the Shares pursuant to any Registration StatementRegistrable Securities; (g viii) file a Form D with respect use all commercially reasonable efforts to prevent the Shares as required under Regulation D issuance of any stop order or other order suspending the effectiveness of the Registration Statements and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to provide a copy thereof to counsel to notify each Purchaser of the Purchaser promptly after filingissuance of such order and the resolution thereof; (h ix) file Form Ds furnish to each Purchaser, two (2) business days after the date that any Registration Statement becomes effective, (x) a letter, dated such date, of outside counsel representing the Company (and reasonably acceptable to such Purchaser) addressed to such Purchaser, confirming the effectiveness of such Registration Statement and, to the knowledge of such counsel, the absence of any stop order, and (y) in the case of an underwriting, an opinion addressed to such Purchaser, dated such date, of such outside counsel, in such form and substance as is required to be given to the underwriters; (x) provide to each Purchaser and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such Purchaser may reasonably request in order to fulfill any due diligence obligation on its part, provided, that in the case of this clause (x), the Company shall not be required to provide, and shall not provide, any Purchaser with material, non-public information unless such Purchaser agrees to receive such information and enters into a written confidentiality agreement with the Company; and (xi) not less than three trading days prior to the filing of a Registration Statement and not less than two trading days prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference) or, in the case of comments made by the staff of the Commission and the Company’s responses thereto, within a reasonable period of time following the receipt thereof by the Company, furnish to each Purchaser copies of all such documents proposed to be filed or copies of such correspondence from and to the Commission relating to such Registration Statement, as the case may be, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Purchasers. The Company shall reflect in each such document when so filed with the Commission such comments relating to such Purchaser as such Purchaser may reasonably propose; provided, however, that such comments from such Purchaser must be received by the Company no later than one trading day prior to the filing of such document with the Commission. Notwithstanding any other provision of this Agreement, the Company will have no obligation to deliver or make available to any Purchaser any Registration Statement or Prospectus containing any material, nonpublic information unless such Purchaser specifically consents in advance to receive such material, nonpublic information in writing and such Purchaser has executed an agreement to keep such material, nonpublic information confidential and refrain from trading in any Company security for so long as such information remains material, nonpublic information. (b) The Company shall be permitted after the Initial Registration Statement has become effective under the Securities Act to suspend for one or more periods (each such period, a “Suspension”) the actions required under Sections 6.1(a)(i) through (iv) to the extent that the Board of Directors of the Company concludes in good faith and based on the advice of counsel that the disclosure of additional information in the Prospectus is necessary. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 45 days, and the aggregate of all Suspensions in any 365-day period shall not exceed 60 days. (c) With a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other required documents with each applicable state rule or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to regulation of the Purchaser promptly after filing; (i ) in order to enable Commission that may at any time permit the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Actpublic without registration, for a period of two years from the Closing DateCompany covenants and agrees to: (i) make and keep public information available, use its commercially reasonable efforts to comply with the requirements of as those terms are understood and defined in Rule 144, including without limitation, use its commercially reasonable efforts until the earlier of (A) six months after such date as all of the Purchasers’ Registrable Securities may be resold pursuant to comply Rule 144(k) or any other rule of similar effect or (B) such date as all of the Purchasers’ Registrable Securities shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and Commission in a timely file manner all reports and other documents required to be filed by of the Company under the Exchange Act; andand (iii) furnish to the Purchaser upon request, as long as the Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the Commission that permits the selling of any such Registrable Securities without registration.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that If at any time the Company shall use diligent efforts determine to register up prepare and f1le with the Securities and Exchange Commission a registration statement relating to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, an offering for its own account or the facilities account of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated others under the Securities ActAct of 1933 as amended, be registered for resale on a single registration statementof any of its equity securities, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “"Registration Statement”), in either case covering then the maximum number Company shall send to Purchaser a written notice of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereundersuch determination and, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective if within 150 15 days after the Purchaser’s Demand (210 days date of such notice, Purchaser shall so request in writing, the Company shall include in such Registration Statement all of the Shares. Company shall inc1ude in any Registration Statement all of the Shares issued to Purchaser under this Agreement even if the Shares have not been issued to Purchaser prior to filing of the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”);Statement (c b) promptly The Company shall prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith forming a part thereof as may be necessary to keep such registration statement the Registration Statement effective until the earliest of date on which (i) two years after all the effective date Shares have been disposed of pursuant to the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to the Registration StatementRule 144(k) or otherwise, or (iii) such time all of Shares then held by the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Purchaser may be adopted following the date hereof) sold without restriction under the Securities Act or and the transfer agent has removed any other rule of similar effect stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the date the Registration Statement is declared effective (the “Effectiveness 'Effective Date") and the earliest of such dates is referred to herein as the “Registration Period”"');. (d c) furnish With a view to making available to the Purchaser with respect to the Registrable Securities registered under any benefits of Rule 144, the Company agrees, throughout the Registration Statement (Period and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents so long as the Purchaser may reasonably requestowns Shares purchased pursuant to this Agreement, to: (i) comply with the provisions of paragraph (c)(l) of Rule 144; and (ii) file with the Commission in order a timely manner all reports and other documents required to facilitate the public sale or other disposition of all or any of the Registrable Securities be filed by the Purchaser; (e Company pursuant to Section 13 or 15(d) file documents required of under the Company for normal “blue sky” clearance in states specified in writing by the PurchaserExchange Act; providedand, however, that the Company shall not be required to qualify to do business or consent to service of process in if at any jurisdiction in which time it is not now required to file such reports but in the past had been required to or did file such reports, it will, upon the request of the Purchaser, make available other information as required by, and so qualified or has not so consented;long as necessary to permit sales of its Shares pursuant to, Rule 144. (f d) The Company shall bear all expenses incurred by it in connection with the procedures in paragraphs (a) through (gc) of this Section 7.1 5.1 and the registration of the Registrable Securities Shares pursuant to the Registration Statements. The Company shall not be responsible for any Registration Statementexpenses incurred by the Purchaser in connection with its sale of the Shares or its participation in the procedures in paragraphs (a) through (c) of this Section 5.1 including, other than without limitation, any fees and expenses, if any, expenses of counsel or counselor other advisers to the Purchaser or and any underwriting discounts, ; brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and.

Registration Procedures and Expenses. Subject Upon issuance of the Shares pursuant to Closingthis Agreement against payment therefor, the Company shall: (a) file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 15 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, Shares on such other form as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments is available to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Company; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, best efforts to cause the Commission to declare each such Mandatory Registration Statement to be declared effective within 150 days after as soon as reasonably possible following the Purchaser’s Demand Filing Date (210 days if the Registration Statement is reviewed by the Commission)or, but in any event not later than 240 event, within 120 days after following the Purchaser’s Demand Closing Date) (the “Effective Effectiveness Deadline”); (c c) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.4 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.3; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; (e e) file such documents as may be required of the Company for normal “blue sky” securities Law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchaser and use its reasonable best efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall, on the next Trading Day following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (g) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (h) advise the Purchaser promptly: (i) of the filing with the Commission of any request for acceleration of the Resale Registration Statement and the Resale Registration Statement being declared effective by the Commission; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; and (i) in the event that the applicable listing standards of the Trading Market on which the Company’s Ordinary Shares trade are satisfied, the Company shall prepare and file a listing application with such Trading Market for the Company’s Ordinary Shares (or such other Trading Market on which the Company’s Ordinary Shares are then listed and traded) to list all Shares covered by the Resale Registration Statement and shall use commercially reasonable efforts to have the Shares approved for listing on such Trading Market by the initial effective date of such Resale Registration Statement, subject only to official notice of issuance; and (j) bear all expenses in connection with the procedures in paragraphs (a) through (gi) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by with the Commission on or before the date 60 days following the Closing Date (provided that the Company shall use diligent efforts “Filing Date”) to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary applicable Registrable Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated S-3 under the Securities Act, be registered Act (providing for resale on a single shelf registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the of such Registrable Shares under Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”Rule 415); (c b) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply cause each Mandatory Registration Statement to be declared effective within 30 days following each Filing Date (or, in the event the staff of the Commission (the “Staff”) reviews and has written comments to any Mandatory Registration Statement, within 90 days following the receipt of such written comments) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Date”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public Commission any financial statements or other information about the Company and timely file all reports that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in a Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company under shall prepare and file (i) within 20 business days of the Exchange Act; andfirst date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that certain Registrable Shares were not eligible for inclusion in such Resale Registration Statement or (ii) in all other cases, within 30 days following the date that the Company becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement”

Registration Procedures and Expenses. Subject to Closing, the Company Parent shall: (a A) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to with the Initial SEC, within thirty (30) days following the Effective Time of Merger I (as defined in the Reorganization Agreement), a Registration Statement on Form S-3 or on such other similar form as required the Company may be permitted to use to register such Registrable Securities for resale from time to time by the Commission and/or (ii) withdraw the Initial Holder, which Registration Statement and file a new registration statement shall contain the Plan of Distribution attached hereto as Exhibit A (a “New Registration Statement”, and with appropriate adjustments in the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”event that there is more than one selling stockholder), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b B) use its reasonable commercial best efforts, subject to receipt of necessary information from the PurchaserHolder, to cause the Commission to declare each any such Registration Statement filed pursuant to Section 2.2(a) above to become effective within 150 days as promptly after the Purchaser’s Demand (210 days if the filing of such Registration Statement is reviewed by as practicable, and to remain effective throughout the Commission), but period provided in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Section 2.3 below; (c C) promptly prepare and file with the Commission SEC such amendments and supplements to any such Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement continuously effective until the earliest termination of (i) two years after the effective date of the applicable Registration Statement, (ii) such time obligation as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)provided in Section 2.3 below; (d D) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement Holder (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and/or prospectus supplements in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the PurchaserHolder; provided, however, that Parent's obligation pursuant to this section may be satisfied by the Company electronic delivery of the final prospectus and/or prospectus supplement; (E) file such documents as may be required of Parent for normal securities law clearance for the resale of the Registrable Securities in such states of the United States as may be reasonably requested by the Holder; provided, however, that Parent shall not be required in connection with this paragraph (e) to (i) qualify generally to do business or in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) execute a general consent to service of process in any jurisdiction, or (iii) take any action that would cause it to become subject to any taxation in any jurisdiction in which where it is would not now so qualified or has not so consentedotherwise be subject to such taxation; (f F) advise the Holder promptly: (I) of the effectiveness of any post-effective amendments to the Registration Statement; (II) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto; (III) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; (IV) of the existence of any fact and the happening of any event, of which Parent has knowledge, that makes any statement of a material fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; and (V) the filing of any prospectus supplement and/or amendment to the Registration Statement as a result of which there is no longer an untrue statement or an omission of the type described in Section 2.2(f)(iv); and (G) bear all fees and expenses in connection with the procedures in paragraphs (a) through (gf) of this Section 7.1 2.2 and the registration of the Registrable Securities pursuant to any on such Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to blue sky laws of any Registration Statement; (g ) file a Form D with respect to the Shares state, as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andapplicable.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand use its best efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Mandatory Registration Statement”) relating with the SEC on or before the date 45 days following the Initial Closing Date (the “Filing Date”) to the resale of all of register the Registrable Shares on Form S-3 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) or on such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts other form which is appropriate to register up to the maximum possible amount) by the Purchaser such Registrable Shares for resale from time to time on by the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Purchasers; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement shall to be on Form F-3 declared effective as promptly as practicable following the Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (unless c) notwithstanding anything contained in this Agreement to the Company is not then eligible to register for resale contrary, in the event that the SEC limits the amount of Registrable Securities on Form F-3, Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in which case such registration reduction of such Registrable Shares shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, first reduce shares included in the event Mandatory Registration Statement that may be issued as Dividend Shares on a pro rata basis among all the Commission informs Purchasers in proportion to the respective number of Shares beneficially owned by all Purchasers and shall second reduce Conversion Shares included in the Mandatory Registration Statement for all Purchasers on a pro rata basis in proportion to the respective number of Shares beneficially owned by all Purchasers), or for any other reason any Registrable Shares are not then included in the Mandatory Registration Statement filed under this Agreement, then the Company shall prepare and file (i) within 10 business days of the first date or time that such excluded Registrable Shares may then be included in a Registration Statement if the SEC shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Registration Statement (a any such Registration Statement registering such excluded Registrable Shares, an “New Additional Registration Statement”” and, and together with the Initial Mandatory Registration Statement and the registration statement referred to in clause (c) belowStatement, a “Registration Statement”)) to register any Registrable Shares that have been excluded (or, in either case covering if applicable, the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with SEC guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause the Commission to declare each any such Additional Registration Statement to be declared effective within 150 days after as promptly as practicable following the Purchaser’s Demand (210 days if Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission SEC such amendments and supplements to any such Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 7.5 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 7.4; (d f) furnish to the each Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e g) file such documents as may be required of the Company for normal “securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by each Purchaser and use its commercially reasonable efforts to maintain such blue sky” clearance in states specified in writing by sky qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Registration Statements; provided, however, that the Company shall not be required in connection with this Section 7.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the SEC that the Registration Statement will not be reviewed or is not subject to further review by the SEC, the Company shall within five business days following the date of such notification request acceleration of such Registration Statement; (i) upon notification by the SEC that that the Registration Statement has been declared effective by the SEC, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise each Purchaser promptly: (i) of the effectiveness of the Registration Statement or any post-effective amendments thereto; (ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; (k) use its commercially reasonable efforts to cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gk) of this Section 7.1 7.2 and the registration of the Registrable Securities pursuant to any Shares on such Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Global Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c c) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144 144(k) (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e e) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h h) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i i) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and (j) if, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form F-4/S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, deliver to each holder of unregistered Registrable Securities a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7.1(j) that are eligible for resale pursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective registration statement. The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 7 with respect to the Registrable Securities of the Purchaser that Purchaser shall complete, execute and furnish to the Company a questionnaire with respect to the Registration Statement in a form reasonably requested by the Company.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use reasonable best efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 60 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use diligent its reasonable best efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Mandatory Registration Statement shall to be on Form F-3 declared effective within 30 days following the Filing Date (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 13.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchaser in the Mandatory Registration Statement (in each case, subject to Section 13.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, best efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 13.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 13.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchaser and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 13.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within five Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later); (i) upon notification by the Commission that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchaser promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 13.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Securities and Exchange Commission (the “Commission”) on or before September 21, 2021 (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Rule 415 of the Securities Act). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be declared effective as soon as practicable and in any event within the earlier of: (i) 30 days following the Filing Date and (ii) five Business Days after the date the Company receives written notification from the Commission that the Mandatory Registration Statement will not be reviewed; provided, however, that in the event the Staff reviews and has written comments to the Mandatory Registration Statement, such time period shall be within 90 days following the Filing Date (the earlier of the foregoing or the applicable date set forth in Section 1.2(i), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by Holder in the Mandatory Registration Statement, then the Company shall prepare and file (i) within 20 days of the first date or time that such excluded Registrable Shares may then be included in the Initial a Resale Registration Statement by guidance provided by if the Commission shall have notified the Company that certain Registrable Shares were not eligible for inclusion in the Resale Registration Statement or (provided ii) in all other cases, within 20 days following the date that the Company shall use diligent efforts becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “Resale Registration Statement”) to register up to any Registrable Shares that have been excluded (or, if applicable, the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities number of any national securities exchange on which the Ordinary such excluded Registrable Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless that the Company is not then eligible permitted to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Additional Registration Statement as required by consistent with Commission guidance), if any, from being registered on the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Mandatory Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause ; (cd) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have not less than two (2) demand registrations pursuant Business Days prior to this Section 7the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to Holder copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the reasonable review of Holder. The Company shall reflect in each such document when so filed with the Commission such comments regarding Holder and the plan of distribution as Holder may reasonably and promptly propose no later than two (2) Business Days after Holder have been so furnished with copies of such documents. (e) use its commercially reasonable efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c f) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 1.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 1.5; (d g) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Holder such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserHolder; (e h) file such documents as may be required of the Company for normal “securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by Holder and use its commercially reasonable efforts to maintain such blue sky” clearance in states specified in writing by sky qualifications during the Purchaserperiod the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 1.2(h) to qualify as a foreign corporation, subject itself to do business general taxation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f i) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three Business Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Business Days later); (j) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (k) advise Holder promptly (and in any event within two (2) Business Days thereof): (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (l) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (m) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 1.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 15 days of the Closing Date (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”"INITIAL FILING DEADLINE"), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") relating to the resale of all the sum of (i) the number of Shares issued hereunder and (ii) 120% of the Registrable Securities or such maximum portion number of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up Warrant Shares issued and issuable pursuant to the maximum possible amount) by Warrants (the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions"REQUIRED REGISTRATION AMOUNT"). The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding anything herein to the registration obligations set forth in this Section 7.1contrary, if the Commission prevents the Company from including the Required Registration Amount of Registrable Securities on the Initial Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Purchasers (the Registrable Securities not included on such Registration Statement, the "CUTBACK SHARES"), the Initial Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be registered for each Purchaser in the event Initial Registration Statement shall be reduced PRO RATA among all Purchasers. With respect to the Commission informs Cutback Shares, the Company that shall continue to use reasonable best efforts to file a Registration Statement covering all such remaining Registrable Securities (the "ADDITIONAL REGISTRATION STATEMENT" and with the Initial Registration Statement, a "REGISTRATION STATEMENT") as promptly as possible, but in no event later then the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities cannotregistered under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the last Additional Effective Date (each as defined below), as a result of applicable (the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees ("ADDITIONAL FILING DEADLINE") and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial cause such Additional Registration Statement as required to be declared effective by the Commission and/or (ii) withdraw as promptly as possible, but not later than the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 date 60 days after the Purchaser’s Demand Additional Filing Deadline (210 90 days if the Additional Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand ) (the “Effective Deadline”"ADDITIONAL EFFECTIVE DEADLINE"); (c ) promptly prepare and file with . If the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date does not allow all of the applicable Cutback Shares to be covered on such Additional Registration Statement, (ii) the Company shall file Additional Registration Statements successively trying to register on each such time as Additional Registration Statement the maximum number of remaining Cutback Shares until all of the Required Registration Amount of Registrable Securities have been sold pursuant to registered with the Registration StatementCommission. As used herein, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following "ADDITIONAL EFFECTIVE DATE" means the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Additional Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities is declared effective by the PurchaserCommission; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 75 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use diligent its commercially reasonable efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Mandatory Registration Statement shall to be on Form F-3 declared effective within 30 days following the Filing Date (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchaser in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to register for resale on such (d) use its commercially reasonable efforts to cause any such Additional Registration Statement to be registered by declared effective as promptly as practicable following the Commission. Notwithstanding anything Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7effectiveness of any such Additional Registration Statement; (b e) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchaser and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later); (i) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchaser promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand Investor, use its commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission cause a Registration Statement on Form S-3, or on such other form as is available to the Company (the “"Initial Registration Statement”) relating "), to be filed with the Securities and Exchange Commission ("SEC"), within 30 calendar days following the last Closing Date of the Offering (the "Trigger Date"), to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser Investor from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form)time. Notwithstanding the registration obligations set forth in the first sentence of this Section 7.11(a), in the event the Commission SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser and holders thereof, (ii) use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or SEC, or (iiiii) withdraw the Initial Registration Statement and file a new registration statement (a “"New Registration Statement”, ," and together with the Initial Registration Statement and Statement, the registration statement referred to in clause (c) below, a “"Registration Statement”"), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything SEC on Form S-3 or such other form available to register for resale the contrary hereunderSecurities as a secondary offering, with the number of Securities included on such amendment or the New Registration Statement cut back proportionally for the Investor; provided, however, that prior to filing such amendment or New Registration Statement, the Purchaser Company shall have two be obligated to use its best efforts to advocate with the SEC for the registration of all of the Securities in accordance with SEC policies. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (2ii) demand registrations pursuant or (iii) above, the Company will use its commercially reasonable efforts to this Section 7file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserInvestor, use its commercially reasonable efforts to cause the Commission Registration Statement to declare each become effective no later than the date that is the earlier of 90 calendar days after the Trigger Date (or, in the event of a "full review" of the Registration Statement by the SEC, 150 calendar days after the Trigger Date) or five days after the SEC declares the Registration Statement effective within 150 days after (the Purchaser’s Demand "Required Effective Date"). If the Registration Statement (210 days if i) has not been filed by the Required Filing Date or (ii) has not been declared effective by the SEC on or before the Required Effective Date, the Company shall, on the Business Day immediately following the Required Filing Date or the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Investor as partial compensation for such delay (the "Late Registration Payments") equal to one percent of the purchase price paid for the Preferred Shares purchased by the Investor and not previously sold by the Investor until the Registration Statement is reviewed filed or declared effective by the Commission)SEC, but as the case may be; provided, however, that in any no event not later than 240 days shall the payments made pursuant to this Subsection (b) if any, exceed in the aggregate 10% of the purchase price. Late Registration Payments will be prorated on a daily basis during each 30-day period and will be paid to the Investor either (at the election of the Company) (i) in Preferred Shares, or (ii) by wire transfer or check, within five Business Days after the Purchaser’s Demand earlier of (x) the “end of each 30-day period following the Required Effective Deadline”)Date or (y) the effective date of the Registration Statement; (c c) promptly subject to a Suspension (as defined in Section 2(c)) being in effect, use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the related prospectus used in connection therewith (the "Prospectus") as may be necessary to keep such registration statement the Registration Statement current and effective until for a period ending on the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementTrigger Date, (ii) such time as all of the Registrable date on which the Investor may sell the Securities have been sold pursuant to Rule 144 under the Registration StatementSecurities Act or any successor rule ("Rule 144") without volume or manner of sale restrictions, or (iii) such time as all of Securities purchased by the Registrable Securities become eligible for resale by Investor in the Offering have been sold (A) pursuant to Rule 144 a registration statement, (including for purposes B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of similar effect (such sale, and to notify the “Effectiveness Period”)Investor promptly upon the Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Investor such number of copies of prospectuses the Registration Statement and such other documents the Prospectus (including supplemental prospectuses) (collectively, the "Prospectuses") as the Purchaser Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserInvestor; (e e) file documents required of the Company for normal “customary blue sky” sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (ge) of this Section 7.1 1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Investor, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (h) with a view to making available to the requirements Investor the benefits of Rule 144144 and any other rule or regulation of the SEC that may at any time permit the Investor to sell Securities to the public without registration, including without limitation, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor's Securities may be resold pursuant to comply Rule 144 or any other rule of similar effect or (B) such date as all of the Investor's Securities shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and SEC in a timely file manner all reports and other documents required to be filed by of the Company under the Securities Act and under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); andand (iii) furnish to the Investor upon request, as long as the Investor owns any Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Securities without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Investor shall furnish to the Company such information regarding itself, the Securities to be sold by the Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Securities. The Company understands that the Investor disclaims being an underwriter, but acknowledges that a determination by the SEC that the Investor is deemed an underwriter shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) promptly upon written notice from Purchaser delivered to the Company at any time after ten months from the Closing Date, file with the SEC a ) within 60 days registration statement (the “Filing Deadline”"REGISTRATION STATEMENT") after Purchaser’s demand under the Securities Act on a form which is appropriate to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale re-sale of all one- half of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement Shares purchased by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial best efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each such Registration Statement to become effective within 150 days after as promptly as practicable but not earlier than on the Purchaser’s Demand (210 days if date one year from the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Closing Date; (c c) promptly prepare and file with the Commission SEC such amendments and supplements to any such Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earliest termination of (i) two years after the effective date of the applicable Registration Statement, (ii) such time obligation as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)provided in Section 7.8 below; (d d) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any on the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents in conformity with the requirements of the Securities Act as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use of such prospectuses; (e e) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Shares in such states specified in writing of the United States as may be reasonably requested by the Purchaser; provided, however, that the Company shall not be required in connection with this paragraph (e) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;jurisdiction; and (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 7.2 and the registration of the Registrable Securities pursuant Shares on such Registration Statement and the satisfaction of the blue sky laws of such states, excluding underwriting discounts and selling commissions, legal or accounting expenses of Purchaser and expenses required by law to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred be borne by the Purchaser, if any in connection with the offering all of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to which shall be filed borne by the Company under the Exchange Act; andPurchaser.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days as soon as practicable, but in no event later than August 1, 2013 (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) on Form S-1 relating to the resale of all of the Registrable Securities or such maximum portion of (the Registrable Securities permitted to be included in the Initial “Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amountStatement”) by the Purchaser and the Other Purchasers from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactionstransactions provided, however, that the Purchaser shall not be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. The Initial Such Registration Statement shall be on Form F-3 (unless not include any Shares or other securities for the Company is not then eligible to register for resale account of any other holder without the prior written consent of Purchasers holding a majority of the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Securities. (b) Notwithstanding the registration obligations set forth in this Section 7.1, in the event if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser holders thereof and use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly available written or oral guidance, comments, requirements or requests of the Commission staff (“Commission Guidance”). Notwithstanding anything any other provision of this Agreement to the contrary hereundercontrary, if any Commission Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Purchaser as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced with respect to each Purchaser on a pro rata basis based on the total number of unregistered Registrable Securities held by such Purchasers, subject to a determination by the Commission that certain Purchasers must be reduced first based on the number of Registrable Securities held by such Purchasers). In the event the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (the “Additional Registration Statements”). For purposes of this Agreement, the Filing Deadline of an Additional Registration Statement shall have two (2) demand registrations pursuant be the 10th day after the date that the Company is allowed to this Section 7;file such Additional Registration Statement by the Commission or Commission Guidance provided to the Company and the Registration Statement, any New Registration Statement and any Additional Registration Statement may be referred to as a “Registration Statement.” (b c) use its our reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to declare each the Registration Statement effective within 150 (i) 40 days after the Purchaser’s Demand filing thereof (210 days the “Filing Date”), if the Company is notified by the Commission that the Registration Statement is will not be reviewed by or (ii) 90 days of the Commission)Filing Date, but in any event not later than 240 days after if the Purchaser’s Demand Commission notifies the Company that it will review the Registration Statement (the “Effective Deadline”); (c d) promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest of (i) two years 24 months after the effective date of the applicable Registration Statement, Statement or (ii) such time as the date all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)sold; (d e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order; (f) furnish to the Purchaser with respect to the Registrable Securities registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e g) file documents required of the Company for normal “blue sky” Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) immediately notify the Purchaser, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the Commission and furnish to such holder an amendment of such Registration Statement as may be necessary so that such Registration Statement shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (i) bear all expenses in connection with the procedures in paragraphs (a) through (gf) of this Section 7.1 and the registration of the Registrable Securities pursuant to any the Registration Statement, including any expenses incurred with respect to the duties of the Transfer Agent pursuant to this Agreement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with the offering of the Shares Registrable Securities pursuant to any the Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 As soon as practicable, but in no event later than 15 business days (following the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)Closing Date, prepare and file with the Commission a the Resale Registration Statement on Form S-1 (which will be converted to Form S-3 as soon as the “Initial Registration Statement”Company becomes eligible to register for resale the securities on Form S-3) relating to the resale of all sale of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser and the Other Purchasers from time to time on through the automated quotation system of the Nasdaq Capital Market, National Market or the facilities of any national securities exchange on which the Ordinary Shares are Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to declare each the Resale Registration Statement effective within 150 60 days after the Purchaser’s Demand (210 days if the Resale Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c c) promptly prepare and file with the Commission such amendments and supplements to any the Resale Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Resale Registration Statement effective until the earliest earlier of (i) two years twenty-four months after the effective date effectiveness of the applicable Resale Registration Statement, Statement or (ii) such time as all of the Registrable Securities have been sold pursuant to date on which the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Shares may be adopted following resold by the date hereofPurchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)effect; (d d) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Resale Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; PROVIDED, HOWEVER, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (e e) file documents required of the Company for normal “blue sky” Blue Sky clearance in states specified in writing by the Purchaser; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Resale Registration Statement, other than fees and expenses, if any, of more than one counsel or of any other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any. Notwithstanding any other provision of this Agreement, the Purchaser understands and agrees that there may be periods during which the Company's Board of Directors may determine, in connection with good faith, that it is in the offering best interest of the Company and its stockholders to defer disclosure of non-public information until such information has reached a more advanced stage and that during such periods sales of securities under the Resale Registration Statement and/or the effectiveness of the Resale Registration Statement may be suspended or delayed. The Purchaser agrees that upon receipt of any written notice from the Company of the development of any non-public information, such Purchaser will forthwith discontinue such Purchaser's disposition of the Shares pursuant to any the Resale Registration Statement; (g ) file Statement until such Purchaser's receipt of a Form D with respect written notice from the Company that the Purchaser may thereafter effect sales pursuant to the Shares an appropriately supplemented or amended prospectus as required under Regulation D and to provide well as a copy thereof to counsel to of such supplemented or amended prospectus. Notwithstanding the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Actforegoing, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required may so suspend or delay the use of the Resale Registration Statement for no more than 80 days in any single twelve-month period. If the Company shall give any such written notice, the applicable time period during which the Resale Registration Statement is to remain effective shall be filed extended by the Company under number of days during the Exchange Act; andperiod from and including the date of the giving of such notice to discontinue use to and including the date when each seller of a Share covered by the Resale Registration Statement shall have received the copies of the appropriate supplemented or amended prospectus.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: : (a) use commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 30 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use diligent its commercially reasonable efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Mandatory Registration Statement shall to be on Form F-3 declared effective within 30 days following the Filing Date (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that 18. 84474864_12 the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two Mandatory Registration Statement; (2) demand registrations pursuant to this Section 7; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand Statement; (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or Section 4.5; (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; Purchasers; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; (h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later); (i) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchasers promptly: 19. 84474864_12 (f i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days subject to receipt of reasonably necessary information from the holder or holders as the case may be, from time to time, of the Registrable Securities (as defined below) (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the Holder” or “Purchaser’s DemandHolders”), prepare and file with the Securities and Exchange Commission a Registration Statement (“SEC”), within fifteen (15) Business Days after each of the Initial Closing Date (the “Initial Registration StatementRequired Filing Date”) relating to and the resale of all of Subsequent Closing Date (the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in “Subsequent Required Filing Date” and together with the Initial Required Filing Date, the “Required Filing Dates”), a Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 S-3 (unless except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3S-3, in which case such registration shall be on another appropriate formform in accordance herewith) (collectively, together with any registration statement filed pursuant to clause (b) below, the “Registration Statements”) to enable the resale by the Holders from time to time of (x) the Shares issuable, (y) the Warrant Shares issuable and (z) the shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (collectively, the “Registrable Securities”). Notwithstanding ; (b) upon the written request of a majority of the Holders, promptly effect the registration obligations set forth in this Section 7.1, in under the event Securities Act of all or part (subject to the Commission informs the Company that all Holders’ request) of the Registrable Securities cannotheld by such Holders (irrespective of whether any Registration Statement has been or is expected to be filed pursuant to Section 1(a) hereof) pursuant to an underwritten public offering of the Registrable Securities and, as expeditiously as possible, use its best efforts to prepare and file with the SEC a result of registration statement on Form S-3 (if available) or such other form as the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, managing underwriter shall advise the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use in writing that, in its reasonable commercial efforts to file amendments opinion, is of material importance to the Initial Registration Statement success of such proposed offering. The Company covenants and agrees that it shall provide such cooperation as required by the Commission and/or (ii) withdraw the Initial Registration Statement is reasonably necessary in connection with such underwritten offering, including without limitation participation in meetings, due diligence sessions and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commissionroad shows. Notwithstanding anything Subject to the contrary hereunder, the Purchaser shall have two (2) demand registrations Company’s compliance with its obligations pursuant to this Section 71(b), the Holders may make no more than two requests of the Company pursuant to this Section 1(b). The Holders making any request pursuant to this Section 1(b) shall have the right to select the investment banker or bankers and managers to administer the offering; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company. If the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder or the form on which the Registration Statement under this Section 1(b) is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit). The Company’s obligation to register the Registrable Securities under this Section 1(b) shall commence on the Initial Required Filing Date and expire on the five (5) year anniversary of the Initial Required Filing Date. The Company’s obligation to prepare and file a registration statement pursuant to this Section 1(b) shall be deemed to be satisfied upon effectiveness of such registration statement notwithstanding any action or inaction by the Holders to cause such registration statement to be subsequently withdrawn; (b c) use its reasonable commercial best efforts, subject to receipt of necessary information from the Purchasereach Holder, to cause the Commission to declare each Registration Statement to become effective within 150 as soon as practicable, but in no event later than ninety (90) days after the Purchaser’s Demand applicable Required Filing Date (210 the “Required Effective Date”). If any Registration Statement (x) has not been filed by the applicable Required Filing Date, (y) has not been declared effective by the SEC on or before the applicable Required Effective Date or (z) is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within ten (10) business days if (the “Required Cure Date”) by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, the Company shall, on the Business Day immediately following such Required Filing Date, Required Effective Date or Required Cure Date, as the case may be, and each 30th day thereafter, make a payment to each Holder as partial compensation for such delay (the “Late Registration Payments”) equal to one percent (1%) of the purchase price paid for the Shares and Warrants purchased by the Holder and not previously sold by the Holder or otherwise registered by the Company pursuant to Section 1(a) or Section 6 until the Registration Statement is reviewed filed or declared effective by the CommissionSEC, as the case may be; provided, however, that in no event shall the payments made pursuant to this paragraph (b), but if any, exceed in any event not later than 240 days the aggregate twelve percent (12%) of such purchase price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Holders by wire transfer or check within five Business Days after the Purchaser’s Demand earlier of (i) the “end of each thirty day period following the Required Effective Deadline”)Date, Required Filing Date or Required Cure Date, as applicable or (ii) the effective date of the Registration Statement; (c d) promptly use its best efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith Prospectus as may be necessary to keep such registration statement each Registration Statement current and effective until for a period ending on the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration Statement, earlier to occur of either (1) the Subsequent Closing or (ii) such time as all of the Subsequent Outside Date, (2) the date on which the Holder may sell Registrable Securities have been sold pursuant to the Registration Statement, or paragraph (iiik) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other successor rule of similar effect (“Rule 144”) or (3) such time as all Registrable Securities purchased by such Holder in the Offerings have been sold pursuant to a registration statement or Rule 144 (the “Effectiveness Period”), and to notify each Holder promptly upon each Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d e) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Holder such number of copies of prospectuses the Registration Statements and such other documents the Prospectuses (including supplemental prospectuses) as the Purchaser Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserHolder; (e f) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaserany Holder; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f g) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (gf) of this Section 7.1 1 and the registration of the Registrable Securities pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration StatementStatements; (g h) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Holders, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of each Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (i) with a view to making available to the requirements Holders the benefits of Rule 144144 and any other rule or regulation of the SEC that may at any time permit the Holders to sell Registrable Securities to the public without registration, including without limitation, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Holder’s Registrable Securities may be resold pursuant to comply Rule 144(k) or any other rule of similar effect or (B) such date as all of the Holders’ Registrable Securities shall have been resold; (ii) file with the requirements SEC in a timely manner all reports and other documents required of Rule 144(c) with respect to public information about the Company under the Securities Act and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand use its commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 45 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 S-3 under the Securities Act (unless providing for shelf registration of such Registrable Shares under Commission Rule 415) or, if the Company is not then eligible to register use From X-0, Xxxx X-0, and to provide the Purchaser with a copy of such draft Mandatory Registration Statement for review not less than five business days before filing, provided further that any Resale Registration Statement (as defined below) shall provide for the method or methods of resale or distribution specified or requested by the Registrable Securities on Form F-3, in which case Purchaser and its affiliates; (b) use its commercially reasonable efforts to cause such registration shall Mandatory Registration Statement to be on another appropriate form). Notwithstanding declared effective within the registration obligations set forth in this Section 7.1earlier of (i) 30 days following the Filing Date (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Closing Date) and (ii) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further comments from the Staff (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchaser in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 20 business days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchaser and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within five business days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two business days later); (i) upon notification by the Commission that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424 and upon the request of the Purchaser or its affiliates, any prospectus supplement required or requested in connection with the disposition of the Registrable Shares ; (j) advise the Purchaser promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; (l) enter into reasonable and customary agreements (including an underwriting or other agreement in form customary in the securities business for companies of the size and investment stature of the Company) and use commercially reasonable efforts to take such other actions as are reasonably required or reasonably requested by the Purchaser or underwriter in order to expedite or facilitate the disposition of any Registrable Shares pursuant to a Registration Statement; (m) otherwise use commercially reasonable efforts (i) to comply with all applicable rules and regulations of the SEC to the extent necessary to permit it to lawfully fulfill its obligations under this Agreement, and (ii) to make available to its security holders, as promptly as reasonably practicable, an earnings statement covering a period of twelve months, beginning upon the first disposition of Registrable Securities pursuant to a Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (n) bear all expenses in connection with the procedures in paragraphs (a) through (gm) of this Section 7.1 4.2 and Section 4.3 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration StatementStatement (including, without limitation, all its legal, accounting, printing, filing and other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions expenses incurred by the Purchaser, if any in connection with Purchaser and the offering fees and expenses of a law firm representing the Purchaser up to $100,000) and for the satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before April 25, 2024 (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannotShares on such other form as is available to the Company; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be declared effective as soon as practicable (but in no event later than the 10th Business Day following the receipt by the Company of notice from the Commission that the Commission will not review the Mandatory Registration Statement or that the Commission has completed its review of the Mandatory Registration Statement, as a result the case may be), such efforts to include, without limiting the generality of the application foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of Rule 415 promulgated under such Mandatory Registration Statement; (c) not less than five (5) Trading Days prior to the Securities Actfiling of a Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to the Purchaser all such documents proposed to be registered for resale on a single registration statementfiled, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the review of the Purchaser. The Company agrees (and Purchaser acknowledges) to promptly (i) inform shall reflect in each such document when so filed with the Commission such comments regarding the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement plan of distribution as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two may reasonably and promptly propose no later than five (25) demand registrations pursuant to this Section 7Trading Days after the Purchaser has been so furnished with copies of such documents as aforesaid; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c d) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d e) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; (e f) file documents required of the Company for normal “blue sky” clearance in states specified in writing upon notification by the Purchaser; providedCommission that that the Resale Registration Statement has been declared effective by the Commission, however, that the Company shall not be required to qualify to do business or consent to service file the final prospectus under Rule 424 of process in any jurisdiction in which it is not now so qualified or has not so consentedthe Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (f g) advise the Purchaser within one (1) Trading Day thereof: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (h) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (i) bear all expenses in connection with the procedures in paragraphs (a) through (gh) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and.

Registration Procedures and Expenses. Subject to Closing, the (a) The Company shall: (a i) within 60 days (the “Filing Deadline”) after Purchaser’s demand use its reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission SEC, within 30 days after the first exercise of the Warrant, a Registration Statement registration statement (the “Initial "Registration Statement”") relating to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement Warrant Shares by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on through the automated quotation system of the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded National Market or in privately-negotiated transactions. The Initial ; provided that, the Company may delay the filing of the Registration Statement shall be on Form F-3 (unless for a period not to exceed 90 days if there exists at the time material non-public information relating to the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1which, in the event reasonable opinion of the Commission informs Company, should not be disclosed and the Company that all has provided Purchaser with prior written notice in writing of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7such delay; (b ii) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause the Commission to declare each Registration Statement to become effective within 150 90 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c iii) promptly use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement current and effective until for a period not exceeding, with respect to Warrant Shares, the earliest earlier of (i) two years after the effective date on which Purchaser may sell all Warrant Shares then held by Purchaser without restriction by the volume limitations of Rule 144(e) of the applicable Registration StatementSecurities Act, or (ii) such time as all Warrant Shares acquired on exercise of the Registrable Securities Warrant have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)a registration statement; (d iv) furnish to the Purchaser with respect to the Registrable Securities Warrant Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition (a "Disposition") of all or any of the Registrable Securities Warrant Shares by the Purchaser; (e v) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; , provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f vi) bear all expenses Registration Expenses in connection with the procedures in paragraphs paragraph (a) through (g) of this Section 7.1 7.4 and the registration of the Registrable Securities Warrant Shares pursuant to any the Registration Statement, other than fees and ; "Registration Expenses" shall mean all expenses, if anyexcept for Selling Expenses, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any Company in connection complying with the offering of the Shares pursuant to any Registration Statement; registration provisions herein described, including, without limitation, all registration and filing fees (g ) file a Form D including with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports filings required to be filed by the Company under the Exchange Act; andmade

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before April 1, 2021 (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use diligent its commercially reasonable efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Mandatory Registration Statement shall to be on Form F-3 declared effective as soon as practicable and in any event within the earlier of: (unless i) 30 days following the Filing Date and (ii) four business days after the date the Company is receives written notification from the Commission that the Mandatory Registration Statement will not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1reviewed (or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 90 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(i), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have Mandatory Registration Statement; (d) not less than two (2) demand registrations pursuant Trading Days prior to this Section 7the filing of a Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to those Purchasers who have supplied the Company with email addresses copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the review of such Purchasers. The Company shall reflect in each such document when so filed with the Commission such comments regarding the Purchasers and the plan of distribution as the Purchasers may reasonably and promptly propose no later than two (2) Trading Days after the Purchasers have been so furnished with copies of such documents as aforesaid. (e) use its commercially reasonable efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of any such Additional Registration Statement; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c f) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.7 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.6; (d g) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e h) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(h) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f i) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later); (j) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (k) advise the Purchasers promptly (and in any event within two (2) Trading Days thereof): (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (l) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; (m) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement and the satisfaction of the blue sky laws of such states; and (n) not, from the date hereof until the effective date of the Mandatory Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than fees and expenses, if any, of counsel any registration statement or other advisers post-effective amendment to a registration statement (or supplement thereto) related to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Company’s employee benefit plans registered on Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andS-8).

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use reasonable best efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date 60 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (b) use diligent its reasonable best efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Mandatory Registration Statement shall to be on Form F-3 declared effective within 30 days following the Filing Date (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the Staff reviews and has written comments to the Mandatory Registration Statement, within 120 days following the Filing Date) (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission informs any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchaser in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within 10 Trading Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within 20 days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “New Resale Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, best efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.6 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchaser and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within five Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two Trading Days later); (i) upon notification by the Commission that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchaser promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gl) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)Investors, prepare and file with the Commission SEC, as soon as practicable, but in no event later than forty-five (45) days after the Closing Date (the “Initial Filing Date”), a Registration Statement registration statement on Form S-3 (or in the event that the Company is unable to use Form S-3, then on Form S-1) (the “Initial Registration Statement”) relating to enable the resale of all of the Registrable Securities or such maximum portion of Shares, the Registrable Securities permitted to be included in Warrants and the Initial Registration Statement by guidance provided by Warrant Shares (collectively the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount“Registered Securities”) by the Purchaser Investors from time to time on through the Nasdaq Capital Global Market, or the facilities of any national securities other applicable exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The ; provided, however, that in the event that publicly-available written guidance, rules of general applicability of the SEC staff, written comments, requirements or request of the SEC staff to the Company in connection with the review of any registration statement (the “SEC Guidance”) does not permit the Initial Registration Statement shall be on Form F-3 to include all Registrable Securities of each Investor (unless provided that, the Company is not then eligible shall use commercially reasonable efforts to register advocate with the SEC for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in of all or the event the Commission informs the Company that all maximum number of the Registrable Securities cannotpermitted by SEC Guidance), as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, then the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and will use its commercially reasonable commercial efforts to file amendments to such additional Registration Statements (the Initial “Subsequent Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration StatementStatements”, and together with the Initial Registration Statement and Statements, the registration statement referred to in clause (c) below, a “Registration StatementStatements”) within ten (10) days after the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities (the “Subsequent Filing Dates,” together with the Initial Filing Date, the “Filing Dates”), in either case covering . If any SEC Guidance sets forth a limitation on the maximum number of Registrable Securities permitted to be registered on a particular Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Commission. Notwithstanding anything to Registrable Securities represented by Warrants and Warrant Shares on a pro rata basis based on the contrary hereundertotal number of unregistered Warrants and Warrant Shares held by such Investors on a fully diluted basis, and second by the Purchaser shall have two (2) demand registrations pursuant to this Section 7Registrable Securities represented by Shares on a pro rata basis based on the total number of unregistered Shares held by such Investors; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserInvestors, including but not limited to such Investor information as may be required from time to time by SEC Guidance (the “Investor Information”), to (1) cause the Commission to declare each Initial Registration Statement to become effective within 150 days as soon as practicable after the Purchaser’s Demand Initial Registration Statement is filed by the Company, but in any event no later than 4:00 p.m. Eastern Time on the ninetieth (210 days 90) day after the Closing Date (or, in the event of a full review by the Commission, the one hundred twentieth (120) day after the Closing Date); (2) any Subsequent Registration Statements, as amended, which may be required to be filed hereunder pursuant to Section 7.1(a) to become effective under the Securities Act as soon as practicable but in any event no later than 4:00 p.m. Eastern Time on the sixtieth (60) day after such Subsequent Filing Date, or if the such Subsequent Registration Statement is reviewed by the Commission)SEC, but in any event not later than 240 days on the ninetieth (90) day after the Purchaser’s Demand such Subsequent Filing Date (the each, its “Required Effective DeadlineDate”); (c c) promptly cause any prospectus used in connection with any Registration Statement (a “Prospectus”) to be filed with the SEC pursuant to Rule 424(b) under the Securities Act as soon as practicable but in any event no later than 5:30 p.m. Eastern Time the next business day following the date such Registration Statement is declared effective by the Commission; (d) prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement current and effective until and as may be reasonably requested by an Investor in order to incorporate information concerning such Investor or such Investor’s intended method of distribution for a period not exceeding, with respect to each Investor’s Registered Securities, the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementClosing Date, (ii) the date on which such time as Investor may sell all Shares and Warrant Shares (collectively, the “Traded Shares”) then held by such Investor without restriction by the volume limitations of Rule 144(e) of the Registrable Securities have been sold pursuant to the Registration Statement, Act or (iii) such time as all of the Registrable Securities become eligible for resale Traded Shares purchased by such Investor pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Offering have been sold pursuant to a registration statement; (d e) furnish to the Purchaser each Investor with respect to the Registrable Registered Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses such Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser such Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Registered Securities by such Investor, provided, however, that the Purchaserobligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to such Investor shall be subject to the receipt by the Company of reasonable assurances from such Investor that such Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (e f) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; Investors, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f g) furnish to each Investor, two (2) business days after the date that any Registration Statement becomes effective, (x) a letter, dated such date, of outside counsel representing the Company (and reasonably acceptable to such Investor) addressed to such Investor, confirming the effectiveness of such Registration Statement and, to the knowledge of such counsel, the absence of any stop order, and (y) in the case of firmly underwritten offering, an opinion addressed to such Investor, dated such date, of such outside counsel, in such reasonable and customary form and substance as is required to be given to the underwriters; (h) provide to each Investor and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such Investor may reasonably request in order to fulfill any due diligence obligation on its part, provided, that in the case of this clause (h), the Company shall not be required to provide, and shall not provide, any Investor with material, non-public information unless such Investor agrees to receive such information and enters into a written confidentiality agreement with the Company; (i) not less than three (3) trading days prior to the filing of a Registration Statement and not less than two (2) trading days prior to the filing of any related Prospectus or any amendment or supplement thereto or in the case of comments made by the staff of the SEC and the Company’s responses thereto, within a reasonable period of time following the receipt thereof by the Company, furnish to each Investor copies of all such documents proposed to be filed or copies of such correspondence from and to the SEC relating to such Registration Statement, as the case may be, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Investor. The Company shall reflect in each such document when so filed with the SEC such comments relating to such Investor as such Investor may reasonably propose; provided, however, that such comments from such Investor must be received by the Company no later than one (1) trading day prior to the filing of such document with the SEC. Notwithstanding any other provision of this Agreement, the Company will have no obligation to deliver or make available to any Investor any Registration Statement or Prospectus containing any material, nonpublic information unless such Investor specifically consents in advance to receive such material, nonpublic information in writing and such Investor has executed an agreement to keep such material, nonpublic information confidential and refrain from trading in any Company security for so long as such information remains material, nonpublic information; (j) bear all expenses in connection with the procedures in paragraphs paragraph (a) through (gi) of this Section 7.1 and the registration of the Registrable Registered Securities pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration StatementStatements; (g k) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Investors, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of any Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (l) with a view to making available to the requirements Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell Traded Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, including without limitation, use its commercially reasonable efforts until the earlier of (A) such date as all of the Investors’ Traded Shares may be resold pursuant to comply Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investors’ Traded Shares shall have been resold; (ii) file with the requirements SEC in a timely manner all reports and other documents required of Rule 144(c) with respect to public information about the Company under the Securities Act and timely file all reports required to be filed by the Company under the Exchange Act; andand (iii) furnish to any Investor upon request, as long as such Investor owns any Traded Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Traded Shares without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 7.1 that such Investor shall furnish to the Company such information required by the SEC (including without limitation Investor Information) as shall be required to effect and keep effective the registration of the Registered Securities. The Company will not offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person acting on behalf of the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock (collectively, a “Disposition”); or publicly announce an intention to effect any such transaction, until sixty (60) days after the Closing Date, provided, however, that the Company may issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Closing Date, may file an updated Form S-8 registration statement and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Closing Date. The Company understands that each Investor disclaims being an underwriter, but any Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that any Investor is deemed an underwriter, then such Investor shall provide such further information or take such further action as may be required to allow any Registration Statement to become effective for the Registered Securities held by such Investor.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a i) within 60 days as soon as practicable following receipt of the Stockholder Approval (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s DemandDate”), prepare and but, in any event, not later than 15 days thereafter, file a Resale Registration Statement with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (ii) use diligent its commercially reasonable efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Resale Registration Statement shall required by Section 4.15(a)(i) to be on Form F-3 declared effective within thirty (unless 30) days following the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1Filing Date (or, in the event the Commission informs Staff reviews and has written comments to the Company that all Resale Registration Statement, within ninety (90) days following the Filing Date) (the earlier of the Registrable Securities cannot, as a result of foregoing or the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statementapplicable date set forth in Section 4.15(vi), the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration StatementEffectiveness Deadline”), in either case covering such efforts to include, without limiting the maximum number generality of Registrable Securities permitted the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be registered by the Commission. Notwithstanding anything filed prior to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7effectiveness of such Resale Registration Statement; (b iii) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.15(e) below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”Section 4.15(d); (d iv) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e v) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f vi) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, within three (3) Trading Days following the date of such notification, request acceleration of such Resale Registration Statement (with the requested Effectiveness Deadline to be not more than two (2) Trading Days later); (vii) upon notification by the Commission that that the Resale Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, and in any event within twenty-four (24) hours of (A) the effectiveness of the Resale Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto, (C) the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be listed on each securities exchange on which equity securities by the Company are then listed, if any; and (x) bear all expenses in connection with the procedures in paragraphs (ai) through (gix) of this Section 7.1 4.15(a) and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 as soon as practicable, but in no event later than ten (10) days following the Closing Date (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) on Form F-1 relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser and the Other Purchasers from time to time on the Nasdaq Capital MarketMarket (with respect to the Offered ADSs and Warrant ADSs), or the facilities of any national securities exchange on which the Ordinary Shares Registrable Securities are then traded or in privately-negotiated transactionstransactions provided, however, that the Purchaser shall not be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. The Initial Such Registration Statement shall be on Form F-3 (unless not include any Ordinary Shares or other securities for the Company is not then eligible to register for resale account of any other holder without the prior written consent of Purchasers holding a majority of the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Securities. (b) Notwithstanding the registration obligations set forth in this Section 7.1, in the event if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser holders thereof and use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything , on Form F-1 or such other form available to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of register for resale the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchasera secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall not be required obligated to qualify use reasonable best efforts to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection advocate with the procedures in paragraphs (a) through (g) of this Section 7.1 and Commission for the registration of all of the Registrable Securities pursuant to in accordance with any Registration Statementpublicly-available written or oral guidance, other than fees and expensescomments, if any, of counsel requirements or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering requests of the Shares pursuant to any Registration Statement; Commission staff (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144Commission Guidance”), including without limitation, use its commercially reasonable efforts to comply with the requirements Manual of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andPublicly Available Telephone Interpretations D.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use its commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date forty-five (45) days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-1 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415); (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be declared effective within ninety (90) days following the Filing Date (the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Securities permitted Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within twenty (20) Trading Days of the first date or time that such excluded Registrable Shares may then be included in the Initial a Resale Registration Statement by guidance provided by if the Commission shall have notified the Company that certain Registrable Shares were not eligible for inclusion in the Resale Registration Statement or (provided ii) in all other cases, within thirty (30) days following the date that the Company shall use diligent efforts becomes aware that such additional Resale Registration Statement is required (the “Additional Filing Date”), a Resale Registration Statement (any such Resale Registration Statement registering such excluded Registrable Shares, an “Additional Registration Statement” and, together with the Mandatory Registration Statement, a “Resale Registration Statement”) to register up to any Registrable Shares that have been excluded (or, if applicable, the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities number of any national securities exchange on which the Ordinary such excluded Registrable Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless that the Company is not then eligible permitted to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Additional Registration Statement as required by consistent with Commission guidance), if any, from being registered on the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Mandatory Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause ; (cd) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have not less than two (2) demand registrations pursuant Trading Days prior to this Section 7the filing of a Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to those Purchasers who have supplied the Company with email addresses copies of all such documents proposed to be filed (other than any document that is incorporated or deemed to be incorporated by reference therein) for review by such Purchasers. The Company shall reflect in each such document when so filed with the Commission such comments regarding the Purchasers and the plan of distribution as the Purchasers may reasonably and promptly propose no later than two (2) Trading Days after the Purchasers have been so furnished with copies of such documents as aforesaid; (b e) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause the Commission to declare each any such Additional Registration Statement to be declared effective within 150 days after as promptly as practicable following the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Additional Filing Date; (c f) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may shall be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.7 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.6; (d g) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses and such other documents in conformity with the requirements of the Securities Act as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e h) file documents required of the Company for normal “blue sky” clearance in states specified in writing upon notification by the Purchaser; providedCommission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, however, that the Company shall within two (2) Trading Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedmore than two (2) Trading Days later); (f i) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 of the Securities Act (“Rule 424”) within the applicable time period prescribed by Rule 424; (j) advise the Purchasers promptly (and in any event within one (1) Trading Day thereof): (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gk) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand , use its commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission cause a Registration Statement on Form S-3, or on such other form as is available to the Company (the “Initial Registration Statement”), to be filed with the Securities and Exchange Commission (“SEC”), within forty-five (45) relating days after such request from Purchaser; provided that no request shall be made within one hundred eighty (180) calendar days following the Second Closing Date (the “Required Filing Date”), to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form)time. Notwithstanding the registration obligations set forth in the first sentence of this Section 7.12(a), in the event the Commission SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act415, be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser and holders thereof, (ii) use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission SEC and/or (iiiii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and together with the Initial Registration Statement and Statement, the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything SEC on Form S-3 or such other form available to register for resale the contrary hereunderSecurities as a secondary offering, with the number of shares included on such amendment or the New Registration Statement cut back proportionally for each Purchaser; provided, however, that prior to filing such amendment or New Registration Statement, the Purchaser Company shall have two be obligated to use its best efforts to advocate with the SEC for the registration of all of the Securities in accordance with SEC policies. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (2ii) demand registrations pursuant or (iii) above, the Company will use its commercially reasonable efforts to this Section 7file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, use its commercially reasonable efforts to cause the Commission to declare each Registration Statement to become effective within 150 no later than the date that is 120 calendar days after filing the Purchaser’s Demand Registration Statement (210 days the “Required Effective Date”). If Xxxxx Xxxxxx or another designee of Purchaser is no longer the Chief Executive Officer of the Company and if the Registration Statement is reviewed (i) has not been filed by the Commission)Required Filing Date or (ii) has not been declared effective by the SEC on or before the Required Effective Date, but in any event not later than 240 days after the Purchaser’s Demand Company shall, on the Business Day immediately following the Required Filing Date or the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Purchaser as partial compensation for such delay (the “Late Registration Payments”) equal to 2.0% of the purchase price paid for the Shares purchased by the Purchaser and not previously sold by the Purchaser until the Registration Statement is filed or declared effective by the SEC, as the case may be; provided, however, that in no event shall the payments made pursuant to this paragraph (b), if any, exceed in the aggregate fifteen percent (15.0%) of such purchase price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Purchaser by wire transfer or check within five Business Days after the earlier of (i) the end of each thirty day period following the Required Effective Deadline”)Date or (ii) the effective date of the Registration Statement; (c c) promptly subject to a Suspension (as defined in Section 3(c)) being in effect, use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the related prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep such registration statement the Registration Statement current and effective until for a period ending on the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementSecond Closing Date, (ii) such time as all of the Registrable date on which the Purchaser may sell Securities have been sold pursuant to Rule 144 under the Registration StatementSecurities Act or any successor rule (“Rule 144”) without regard to volume limitations, manner of sale requirements or any other limitation (the “Rule 144(k) Equivalent”) or (iii) such time as all of the Registrable Securities become eligible for resale purchased by such Purchaser have been sold (A) pursuant to Rule 144 a registration statement, (including for purposes B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of similar effect (such sale, and to notify each Purchaser promptly upon the “Effectiveness Period”)Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses the Registration Statement and such other documents the Prospectus (including supplemental prospectuses) (collectively, the “Prospectuses”) as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e e) file documents required of the Company for normal “customary blue sky” sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (ge) of this Section 7.1 2 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Purchasers, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (h) with a view to making available to the requirements Purchaser the benefits of Rule 144144 and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell Securities to the public without registration, including without limitation, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Purchaser’s Securities may be resold pursuant to comply Rule 144(k) Equivalent or any other rule of similar effect or (B) such date as all of the Purchaser’s Securities shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and SEC in a timely file manner all reports and other documents required to be filed by of the Company under the Securities Act and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if any; andand (iii) furnish to the Purchaser upon request, as long as the Purchaser owns any Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the SEC that permits the selling of any such Securities without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 that the Purchaser shall furnish to the Company such information regarding itself, the Securities to be sold by the Purchaser, and the intended method of disposition of such securities as shall be required to effect the registration of the Securities. The Company understands that the Purchaser disclaims being an underwriter, but acknowledges that a determination by the SEC that the Purchaser is deemed an underwriter shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. Subject to Closing, the Company The Parent shall: (a a) within 60 days (subject to receipt of information from the “Filing Deadline”) after Purchaser’s demand Holders that is both customary and necessary, make commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission SEC, as soon as practicable following the Closing (the date of such filing with the SEC, the “Filing Date”), a Registration Statement registration statement on Form S-3 (the “Initial Registration Statement”) relating to enable the resale of all of the Registrable Securities or by the Holders from time to time in accordance with the methods of distribution elected by such maximum portion Holders and set forth in the Registration Statement; provided, however, that not less than five (5) business days prior to the filing of the Registrable Securities permitted Registration Statement with the SEC, the Parent shall furnish to the Holders, and counsel to the Holders; a copy of the Registration Statement proposed to be filed and the Parent agrees to consider appropriate comments provided by such Holders and their counsel for inclusion in the Registration Statement; provided, further, that Parent shall not be required to file a Registration Statement with the SEC until such time as the audited financial statements for the Company, required by the Rules to be included in the Initial Registration Statement by guidance provided by Statement, are available in form and substance satisfactory to Parent and its independent auditors (the Commission “Company Financial Statements”); (provided that b) use its commercially reasonable efforts to cause the Company shall use diligent efforts to register up to complete the maximum possible amount) by preparation of, and facilitate the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statementaudit of, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause Financial Statements; (c) belownot less than five (5) business days prior to the filing thereof with the SEC, furnish to the Holders and to counsel for the Holders, a “copy of each amendment to the Registration Statement”, and each amendment or supplement, if any, to the Prospectus (including all documents incorporated by reference therein after the initial filing of the Registration Statement), and Parent agrees to consider appropriate comments provided by such Holders and their counsel for inclusion in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Registration Statement; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the PurchaserHolders, as reasonably determined upon consultation with such Holder’s counsel to cause the Commission to declare each Registration Statement to become effective within 150 days as soon as practicable after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand Filing Date (the “Effective DeadlineDate”); (c e) promptly use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement current and continuously effective until for a period not exceeding, with respect to each Holder’s Registrable Securities, the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementEffective Time, (ii) the date on which such time as Holder may sell all Registrable Securities then held by such Holder without restriction by the volume limitations of Rule 144(e) of the Registrable Securities have been sold pursuant to the Registration Statement, Act or (iii) such time as all of the Registrable Securities become eligible for resale covered by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Registration Statement have been sold thereunder; (d f) furnish to the Purchaser any Holder with respect to the Registrable Securities registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses the Registration Statement, the Prospectus (including any preliminary prospectuses) any amendments or supplements thereto and such other documents as the Purchaser such Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by such Holder, provided, however, that the Purchaserobligation of the Parent to deliver copies of the Prospectus and any amendments or supplements thereto to such Holder shall be subject to the receipt by the Parent of reasonable assurances from such Holder that the Holder will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectus or any amendments or supplements thereto; (e g) file documents required arrange, if necessary for registration or qualification of the Company for normal “Registrable Securities under the securities or blue sky” clearance in sky laws of such states specified in writing by any of the PurchaserHolders, and maintain such registration or qualification in effect so long as required; provided, however, that the Company Parent shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) bear all fees and expenses in connection with the procedures in paragraphs (a) through (g) and (k) of this Section 7.1 2.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g i) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Holders, promptly after filingit shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (h j) file Form Ds ensure that the Registration Statement and any amendment or supplement thereto and any Prospectus forming part thereof and any amendment or supplement thereto (i) complies with the applicable requirements of the Securities Act and (ii) does not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (k) with a view to making available to the Holders the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Holders to sell Registrable Securities to the public without registration, the Parent covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other Rule of similar effect or (B) such date as all of the Holders’ Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required documents of the Parent under the Securities Act and under the Exchange Act; (iii) furnish to any Holder upon request, as long as such Holder owns any Registrable Securities, (A) a written statement by the Parent that it has complied with each applicable state or jurisdiction under applicable state securities or “blue sky” laws the reporting requirements of the Securities Act and regulations and to provide the Exchange Act, (B) a copy thereof to counsel to of the Purchaser promptly after filing; Parent’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (i C) such other information as may be reasonably requested in order to avail such Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and (iv) subject to the conditions set forth in this Agreement, and provided the conditions of Rule 144(k) are satisfied in all respects, including without limitation, that such Holder is not an Affiliate of the Parent, as such term is defined in Rule 144, use commercially reasonable efforts to cause the removal of any restrictive legends on the Registrable Securities necessary to enable the Purchaser such Holder to sell the Registrable Securities under Rule 144 144(k). (l) It shall be a condition precedent to the obligations of the Parent to take any action pursuant to this Section 2.1 that any Holder shall furnish to the Parent, pursuant to the written request by the Parent, such information regarding itself, the Registrable Securities Actto be sold by such Holder, for a period and the intended method of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements disposition of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports such Registrable Securities as shall be required to be filed by effect the Company under registration of the Exchange Act; andRegistrable Securities.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a i) within 60 days as soon as practicable following receipt of the Stockholder Approval (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s DemandDate”), prepare and but, in any event, not later than 15 days thereafter, file a Resale Registration Statement with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415). In the event that Form S-3 is not available for the registration of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that Shares, the Company shall register the resale of the Registrable Shares on such other form as is available to the Company; (ii) use diligent its commercially reasonable efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial cause such Resale Registration Statement shall required by Section 4.15(a)(i) to be on Form F-3 declared effective within thirty (unless 30) days following the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1Filing Date (or, in the event the Commission informs Staff reviews and has written comments to the Company that all Resale Registration Statement, within sixty (60) days following the Filing Date) (the earlier of the Registrable Securities cannot, as a result of foregoing or the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statementapplicable date set forth in Section 4.15(vi), the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration StatementEffectiveness Deadline”), in either case covering such efforts to include, without limiting the maximum number generality of Registrable Securities permitted the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be registered by the Commission. Notwithstanding anything filed prior to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7effectiveness of such Resale Registration Statement; (b iii) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.15(e) below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”Section 4.15(d); (d iv) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e v) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.15(a)(v) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f vi) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, within three (3) Trading Days following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later); (vii) upon notification by the Commission that that the Resale Registration Statement has been declared effective (the date of such notification, the “Effective Date”) by the Commission, file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (viii) advise the Purchasers promptly, and in any event within twenty-four (24) hours of (A) the effectiveness of the Resale Registration Statement or any post-effective amendments thereto, (B) any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto, (C) the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and (D) the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading; (ix) cause all Registrable Shares to be listed on each securities exchange on which equity securities by the Company are then listed, if any; and (x) bear all expenses in connection with the procedures in paragraphs (ai) through (gix) of this Section 7.1 4.15(a) and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the Company Parent shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to with the Initial SEC, within thirty (30) days following the Effective Time of Merger I (as defined in the Reorganization Agreement), a Registration Statement on Form S-3 or on such other similar form as required the Company may be permitted to use to register such Registrable Securities for resale from time to time by the Commission and/or (ii) withdraw the Initial Holder, which Registration Statement and file a new registration statement shall contain the Plan of Distribution attached hereto as Exhibit A (a “New Registration Statement”, and with appropriate adjustments in the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”event that there is more than one selling stockholder), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial best efforts, subject to receipt of necessary information from the PurchaserHolder, to cause the Commission to declare each any such Registration Statement filed pursuant to Section 2.2(a) above to become effective within 150 days as promptly after the Purchaser’s Demand (210 days if the filing of such Registration Statement is reviewed by as practicable, and to remain effective throughout the Commission), but period provided in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Section 2.3 below; (c c) promptly prepare and file with the Commission SEC such amendments and supplements to any such Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement continuously effective until the earliest termination of (i) two years after the effective date of the applicable Registration Statement, (ii) such time obligation as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)provided in Section 2.3 below; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement Holder (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and/or prospectus supplements in conformity with the requirements of the Securities Act and such other documents as the Purchaser Holders may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the PurchaserHolder; provided, however, that Parent’s obligation pursuant to this section may be satisfied by the Company electronic delivery of the final prospectus and/or prospectus supplement; (e) file such documents as may be required of Parent for normal securities law clearance for the resale of the Registrable Securities in such states of the United States as may be reasonably requested by the Holder; provided, however, that Parent shall not be required in connection with this paragraph (e) to (i) qualify generally to do business or in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) execute a general consent to service of process in any jurisdiction, or (iii) take any action that would cause it to become subject to any taxation in any jurisdiction in which where it is would not now so qualified or has not so consentedotherwise be subject to such taxation; (f f) advise the Holder promptly: (i) of the effectiveness of any post-effective amendments to the Registration Statement; (ii) of any request by the SEC for amendments to the Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; (iv) of the existence of any fact and the happening of any event, of which Parent has knowledge, that makes any statement of a material fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading; and (v) the filing of any prospectus supplement and/or amendment to the Registration Statement as a result of which there is no longer an untrue statement or an omission of the type described in Section 2.2(f)(iv); and (g) bear all fees and expenses in connection with the procedures in paragraphs (a) through (gf) of this Section 7.1 2.2 and the registration of the Registrable Securities pursuant to any on such Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to blue sky laws of any Registration Statement; (g ) file a Form D with respect to the Shares state, as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andapplicable.

Registration Procedures and Expenses. Subject to Closing, the Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; and

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days subject to receipt of reasonably necessary information from the holder or holders as the case may be, from time to time, of the Registrable Securities (as defined below) (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the Holder” or “Purchaser’s DemandHolders”), prepare and file with the Securities and Exchange Commission a Registration Statement (“SEC”), within fifteen (15) Business Days after each of the Initial Closing Date (the “Initial Registration StatementRequired Filing Date”) relating to and the resale of all of Subsequent Closing Date (the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in “Subsequent Required Filing Date” and together with the Initial Required Filing Date, the “Required Filing Dates”), a Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 S-3 (unless except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3S-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth form in this Section 7.1accordance herewith) (collectively, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new together with any registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred filed pursuant to in clause (cb) below, a the “Registration StatementStatements”), in either case covering ) to enable the maximum number of Registrable Securities permitted to be registered resale by the Commission. Notwithstanding anything Holders from time to time of (x) the Shares issuable, (y) the Warrant Shares issuable and (z) the shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the contrary hereunderforegoing (collectively, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective DeadlineRegistrable Securities”); (c b) upon the written request of a majority of the Holders, promptly effect the registration under the Securities Act of all or part (subject to the Holders’ request) of the Registrable Securities held by such Holders (irrespective of whether any Registration Statement has been or is expected to be filed pursuant to Section 1(a) hereof) pursuant to an underwritten public offering of the Registrable Securities and, as expeditiously as possible, use its best efforts to prepare and file with the Commission SEC a registration statement on Form S-3 (if available) or such amendments other form as the managing underwriter shall advise the Company in writing that, in its opinion, is of material importance to the success of such proposed offering. The Company covenants and supplements agrees that it shall provide such cooperation as is reasonably necessary in connection with such underwritten offering, including without limitation participation in meetings, due diligence sessions and road shows. Subject to any Registration Statement filed the Company’s compliance with its obligations pursuant to this Section 7.1 and 1(b), the prospectus used in connection therewith as Holders may be necessary to keep such registration statement effective until the earliest of (i) make no more than two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required requests of the Company for normal “blue sky” clearance in states specified in writing by pursuant to this Section 1(b). The Holders making any request pursuant to this Section 1(b) shall have the Purchaserright to select the investment banker or bankers and managers to administer the offering; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company. If the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder or the form on which the Registration Statement under this Section 1(b) is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company shall not at the end of its fiscal year, the filing may be required to qualify to do business or consent to service delayed until the completion of process in any jurisdiction in which it is not now so qualified or has not so consented; such regular audit (f ) bear all expenses in connection with unless the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration Holders of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, be registered agree to pay the expenses of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any Company in connection with such an audit other than the offering of the Shares pursuant regular audit). The Company’s obligation to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell register the Registrable Securities under Rule 144 this Section 1(b) shall commence on the Initial Required Filing Date and expire on the five (5) year anniversary of the Initial Required Filing Date. The Company’s obligation to the Securities Act, for prepare and file a period of two years from the Closing Date, use its commercially reasonable efforts registration statement pursuant to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(cthis Section 1(b) with respect to public information about the Company and timely file all reports required shall be deemed to be filed satisfied upon effectiveness of such registration statement notwithstanding any action or inaction by the Company under the Exchange Act; andHolders to cause such registration statement to be subsequently withdrawn;

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a) use commercially reasonable efforts to file a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Resale Registration Statement (the “Initial Mandatory Registration Statement”) relating with the Commission on or before the date that is 120 days following the Closing Date (the “Filing Date”) to the resale of register all of the Registrable Shares on Form S-3 under the Securities or Act (providing for shelf registration of such maximum portion Registrable Shares under Commission Rule 415), and to provide each Purchaser with a copy of such draft Mandatory Registration Statement for review not less than two (2) Business Days before filing and to reflect in the Registrable Securities permitted Mandatory Registration Statement filed with the Commission such comments regarding the Purchasers and the plan of distribution as the Purchasers may reasonably and promptly propose no later than two (2) Business Days after the Purchasers have been so furnished with a copy of such draft Mandatory Registration Statement; (b) use its commercially reasonable efforts to cause such Mandatory Registration Statement to be included in declared effective within the Initial Registration Statement by guidance provided by earlier of (i) 150 days following the Commission Closing Date (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1or, in the event the staff of the Commission informs (the “Staff”) reviews and has written comments to the Mandatory Registration Statement, within 180 days following the Closing Date) and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further comments from the Staff (the earlier of the foregoing or the applicable date set forth in Section 4.2(h), the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to be filed prior to the effectiveness of such Mandatory Registration Statement; (c) notwithstanding anything contained in this Agreement to the contrary, in the event that the Commission limits the amount of Registrable Shares or otherwise requires a reduction in the number of Registrable Shares that may be included and sold by the Purchasers in the Mandatory Registration Statement (in each case, subject to Section 4.3), then the Company shall prepare and file (i) within ten (10) Business Days of the first date or time that such excluded Registrable Shares may then be included in a Resale Registration Statement if the Commission shall have notified the Company that all of certain Registrable Shares were not eligible for inclusion in the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Resale Registration Statement as required by the Commission and/or or (ii) withdraw in all other cases, within twenty (20) days following the Initial date that the Company becomes aware that such additional Resale Registration Statement and file is required (the “Additional Filing Date”), a new registration statement Resale Registration Statement (a any such Resale Registration Statement registering such excluded Registrable Shares, an “New Additional Registration Statement”) to register any Registrable Shares that have been excluded (or, and with the Initial Registration Statement and the registration statement referred to in clause (c) belowif applicable, a “Registration Statement”), in either case covering the maximum number of such excluded Registrable Securities Shares that the Company is permitted to be register for resale on such Additional Registration Statement consistent with Commission guidance), if any, from being registered by on the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7Mandatory Registration Statement; (b d) use its commercially reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, efforts to cause any such Additional Registration Statement to be declared effective as promptly as practicable following the Additional Filing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the Commission any financial statements or other information that is required to declare each be filed prior to the effectiveness of any such Additional Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c e) promptly prepare and file with the Commission such amendments and supplements to any such Resale Registration Statement filed pursuant to this Section 7.1 Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Resale Registration Statements continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4.7 below, subject to the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold Company’s right to suspend pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)Section 4.5; (d f) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Purchasers such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Purchasers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserPurchasers; (e g) file such documents as may be required of the Company for normal “blue sky” securities law clearance for the resale of the Registrable Shares in such states specified in writing of the United States as may be reasonably requested by the PurchaserPurchasers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of the Resale Registration Statements; provided, however, that the Company shall not be required in connection with this Section 4.2(g) to qualify to do business as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f h) upon notification by the Commission that the Resale Registration Statement will not be reviewed or is not subject to further review by the Commission, the Company shall within three (3) Business Days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Business Days later); (i) upon notification by the Commission that that the Resale Registration Statement has been declared effective by the Commission, the Company shall file the final prospectus under Rule 424 within the applicable time period prescribed by Rule 424; (j) advise the Purchasers promptly: (i) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto; (ii) of any request by the Commission for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and (iv) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (k) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and (l) bear all expenses in connection with the procedures in paragraphs (a) through (gk) of this Section 7.1 4.2 and the registration of the Registrable Securities pursuant to any Shares on such Resale Registration Statement, other than fees Statement and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering satisfaction of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” sky laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andsuch states.

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand Subscriber, use its commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission cause a Registration Statement on Form S-3, or on such other form as is available to the Company (the “Initial Registration Statement”), to be filed with the SEC, within sixty (60) relating calendar days following the Closing Date (the “Required Filing Date”), to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser Subscribers from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form)time. Notwithstanding the registration obligations set forth in the first sentence of this Section 7.11(a), in the event the Commission SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act415, be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser and holders thereof, (ii) use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission SEC and/or (iiiii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and together with the Initial Registration Statement and Statement, the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything SEC on Form S-3 or such other form available to register for resale the contrary hereunderSecurities as a secondary offering, with the number of shares included on such amendment or the New Registration Statement cut back proportionally for each Subscriber; provided, however, that prior to filing such amendment or New Registration Statement, the Purchaser Company shall have two be obligated to use its best efforts to advocate with the SEC for the registration of all of the Securities in accordance with SEC policies. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (2ii) demand registrations pursuant or (iii) above, the Company will use its commercially reasonable efforts to this Section 7file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserSubscribers, use its commercially reasonable efforts to cause the Commission to declare each Registration Statement to become effective within 150 no later than the date that is one hundred twenty (120) calendar days after the Purchaser’s Demand Closing Date, (210 or, in the event of a “full review” of the Registration Statement by the SEC, one hundred eighty (180) calendar days if after the Closing Date) (the “Required Effective Date”). If the Registration Statement (i) has not been filed by the Required Filing Date or (ii) has not been declared effective by the SEC on or before the Required Effective Date, the Company shall, on the first Business Day immediately following the Required Filing Date or the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Subscriber as partial compensation for such delay (the “Late Registration Payments”) equal to two percent (2.0%) of the purchase price paid for the Units purchased by the Subscriber and not previously sold by the Subscriber until the Registration Statement is reviewed filed or declared effective by the CommissionSEC, as the case may be; provided, however, that in no event shall the payments made pursuant to this paragraph (b), but if any, exceed in any event not later than 240 days the aggregate fifteen percent (15.0%) of such purchase price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Subscriber by wire transfer or check within five Business Days after the Purchaser’s Demand earlier of: (i) the “end of each thirty day period following the Required Effective Deadline”)Date, or (ii) the effective date of the Registration Statement; (c c) promptly subject to a Suspension (as defined in Section 2(c) of this Exhibit D) being in effect, use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the related prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep such registration statement the Registration Statement current and effective until for a period ending on the earliest earlier of (i) two years after the effective date first anniversary of the applicable Registration StatementClosing Date, (ii) such time as all of the Registrable date on which the Subscriber may sell Securities have been sold pursuant to paragraph (k) of Rule 144 under the Registration Statement, Securities Act or any successor rule (“Rule 144”) or (iii) such time as all of Securities purchased by such Subscriber in the Registrable Securities become eligible for resale by offering (the “Offering”) pursuant to Rule 144 the Subscription Agreement have been sold (including for purposes A) pursuant to a registration statement, (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of similar effect (such sale, and to notify each Subscriber promptly upon the “Effectiveness Period”)Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Subscriber such number of copies of prospectuses the Registration Statement and such other documents the Prospectus (including supplemental prospectuses) (collectively, the “Prospectuses”) as the Purchaser Subscriber may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserSubscriber; (e e) file documents required of the Company for normal “customary blue sky” sky clearance in states specified in writing by the PurchaserSubscriber; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (ge) of this Section 7.1 1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Subscriber, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (h) with a view to making available to the requirements Subscriber the benefits of Rule 144144 and any other rule or regulation of the SEC that may at any time permit the Subscriber to sell Securities to the public without registration, including without limitation, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Subscriber’s Securities may be resold pursuant to comply Rule 144(k) or any other rule of similar effect or (B) such date as all of the Subscriber’s Securities shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and SEC in a timely file manner all reports and other documents required to be filed by of the Company under the Securities Act and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); andand (iii) furnish to the Subscriber upon request, as long as the Subscriber owns any Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail the Subscriber of any rule or regulation of the SEC that permits the selling of any such Securities without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Subscriber shall furnish to the Company such information regarding itself, the Securities to be sold by the Subscriber, and the intended method of disposition of such securities as shall be required to effect the registration of the Securities. The Company understands that the Subscriber disclaims being an underwriter, but acknowledges that a determination by the SEC that the Subscriber is deemed an underwriter shall not relieve the Company of any obligations it has hereunder.