Common use of Resale Registration Clause in Contracts

Resale Registration. On or prior to the Filing Date, the Company shall prepare and file with the SEC a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis. The Registration Statement shall be on Form F-3 (except if 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 in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act promptly after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold or (ii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares into which the outstanding Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty (30) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five (75) days after filing.

Resale Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basisbasis pursuant to Rule 415. The Registration Statement shall be on Form F-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares shares of Common Stock resulting from share stock splits, share stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares shares of Common Stock into which the outstanding Preferred Stock is convertible and the Warrants are then exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty (30) Business Days days to file such additional Registration Statement, and the Company shall use its best commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five sixty (7560) days after filingfiling (one hundred twenty (120) days after filing in the event the Registration Statement is reviewed by the Commission).

Resale Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a "“resale" ” Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basisbasis pursuant to Rule 415. The Registration Statement shall be on Form F-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares shares of Common Stock resulting from share stock splits, share stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto (the “Schedule II Shares”) to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's ’s transfer agent to such effect (the "“Effectiveness Period"”). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares shares of Common Stock into which the outstanding Preferred Stock is convertible and the Warrants are then exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty twenty (3020) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five ninety (7590) days after filing.

Resale Registration. On or prior to the Filing Date, Date the Company shall prepare and file with the SEC Commission a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basisbasis pursuant to Rule 415. The Registration Statement shall be on Form F-3 S-1 or Form SB-2 (except if the Company or on such other form of registration statement as is not then eligible available to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit I. Such Registration Statement also shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares shares of Common Stock resulting from share stock splits, share stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares shares of Common Stock into which the outstanding Preferred Stock is convertible and the Warrants are then exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty fifteen (3015) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five sixty (7560) days after filing.

Resale Registration. On or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a "resale" “Shelf” Registration Statement providing for covering the resale of all 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basisbasis pursuant to Rule 415; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(o). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form F-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith herewith) and with shall contain (unless otherwise directed by at least an 85% majority in interest of the Securities Act and Holders) substantially the rules promulgated thereunder). Such Registration Statement shall cover “Plan of Distribution” attached hereto as Annex A. Subject to the extent allowable under terms of this Agreement, the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (ii) the date on which the Registrable Securities may be sold without any restriction volume restrictions pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions ), as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed and acceptable to the Company's ’s transfer agent to such effect and the affected Holders (the "“Effectiveness Period"”). If at any time and for any reason, an additional The Company shall telephonically request effectiveness of a Registration Statement is required to as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be filed because at such time the actual number date requested for effectiveness of Ordinary Shares into which the outstanding Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Company shall have thirty Trading Day after the Effective Date (30) Business Days to as defined in the Share Exchange Agreement), file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by a final Prospectus with the Commission as soon required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as possible, but in no event later than seventy-five (75) days after filingaforesaid shall be deemed an Event under Section 7(d).

Resale Registration. On or prior to the Filing Date, the Company -------------------- shall prepare and file with the SEC Commission a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basisbasis pursuant to Rule 415. The Registration Statement shall be on Form F-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares shares of Common Stock resulting from share stock splits, share stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration ----------- Statement and (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (iy) the date when all Registrable Securities covered by such Registration Statement have been sold by the Purchasers or (iiz) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letterletter to such effect, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the -------------------- effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares shares of Common Stock into which the outstanding Notes are convertible and the Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty twenty (3020) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as reasonably possible, but in no event later than seventy-five sixty (7560) days after filing. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, provided, however, that the number of Registrable Securities to be included in -------- ------- such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the shares of Common Stock issuable upon conversion of the Notes shall be registered on a pro rata basis among the holders of the Notes, and (ii) second, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants. In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement, the Company shall use its best efforts to register the Registrable Securities, subject to the foregoing sentence, that were not registered in the Registration Statement as promptly as possible and in a manner permitted by the Commission, whether by filing a subsequent registration statement, providing demand registration rights, or otherwise.

Resale Registration. (a) On or prior to the Filing Date, Date the Company shall prepare and file with the SEC Commission a "resale" Registration Statement providing for the resale of all of the Registrable Securities for an offering to be made on a continuous basisbasis pursuant to Rule 415; provided, however, that if the Registrable Securities hereunder shall equal or exceed 46% of the issued and outstanding Common Stock of the Company on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 46% of the issued and outstanding shares of Common Stock of the Company on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). As a result of the limitations set forth in this Section 2(a), the amount of each Holder’s Registrable Securities that will be registered in the initial Registration Statement and any additional Registration Statement, if applicable, may be less than 100% of their Registrable Securities and as such will be determined as follows: (i) if all investors in the Company’s May 2006 common stock and warrant offering exchange the securities purchased in such offering and invest additional funds into this note and warrant offering, then the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders for the initial Registration Statement and any additional Registration Statement, as applicable, and (ii) if a May 2006 investor exchanges its securities for the notes and warrants being offered by the Company, but does not invest additional funds into this offering, then such person will only have their Registrable Securities included on the initial Registration Statement or additional Registration Statements, if all of the Registrable Securities of non-May 2006 investors and May 2006 investors that invested additional funds into this offering are included thereon. The Registration Statement shall be on Form F-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares into which the outstanding Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty (30) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five (75) days after filing.

Resale Registration. On or prior The Company will use reasonable best efforts to the Filing Date, the Company shall prepare and file with the SEC a "resale" registration statement on Form S-1 (the “Resale Registration Statement providing Statement”) for the registration and the resale under Rule 415 of all Registrable Securities for an offering to be made on a continuous basis. The Registration Statement shall be on Form F-3 (except if 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 in accordance herewith and with the Securities Act Act, of the Shares at the same time as it files the IPO S-1, and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act promptly after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold or (ii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares into which the outstanding Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty (30) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Resale Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five (75) SEC within 180 days after filingthe First Closing Date. The Company shall also cause the Resale Registration Statement to continue to be effective and updated for all material information and developments by taking all actions necessary, including filing with the SEC all necessary post-effective amendments to the Resale Registration Statement and/or “stickers” or prospectus supplements, as required by law, rule or as reasonably requested by the Purchaser, until the earliest to occur of (a) all Shares being sold by the Purchaser or, to the extent the Purchaser has distributed the Shares to the Purchaser Stockholders, being sold by the Purchaser Stockholders or (b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all Shares by the Purchaser or, to the extent the Purchaser has distributed the Shares to the Purchaser Stockholders, by the Purchaser Stockholders, without volume or manner of sale restrictions during a three-month period without registration. The Resale Registration Statement shall at all times comply with all applicable securities laws, including those pertaining to accuracy of disclosure, and the Company shall, at the Purchaser’s request, provide such indemnities as are customary for sellers under a Resale Registration Statement (and a piggy back registration statement described below) in connection with the information provided by the Company, and the Purchaser shall likewise provide such customary indemnities in connection with the information provided by the Purchaser specifically for inclusion in such Resale Registration Statement (and/or piggy back registration statement, as described below).

Resale Registration. On or prior The Company shall be obligation to file a resale registration statement (the Filing Date“Resale Registration Statement”) registering for resale the Registerable Securities (as defined below). Such Resale Registration Statement shall be filed with the SEC within 180 days following the closing date of the IPO; provided, however, that in the event the Company’s underwriters in the IPO permit an earlier release on such lockup restrictions, the Company shall prepare and file with the SEC a "resale" Resale Registration Statement providing for as promptly as practicable after notification of earlier release on the resale of all Registrable Securities for an offering to be made on a continuous basis. The Registration Statement shall be on Form F-3 (except if 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 in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to the Registrable Securitieslockup restrictions. The Company shall use its commercially reasonable best efforts to cause obtain the effectiveness of the Resale Registration Statement as promptly as practicable following the filing thereof. “Registrable Securities” means (a) any Standby Shares and any Conversion Shares issued or issuable upon conversion of the Series B Shares, and (b) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in clause (a) above (it being understood that, for purposes of this Agreement, a person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected, and without regard to Beneficial Ownership Limitations set forth in the Certificate of Designation). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the Commission has declared the Resale Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act promptly after the filing thereof, but in any event prior to the Effectiveness Dateare met, and to keep (iii) such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold or (ii) the date on which the Registrable Securities may be sold without any restriction securities become eligible for sale pursuant to Rule 144(k) (144 without volume or any successor rule) or any other provision manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions 144(c)(1), as determined by the counsel to the Company pursuant to set forth in a written opinion letterletter to such effect, addressed addressed, delivered and reasonably acceptable to the Company's applicable transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares into which the outstanding Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty (30) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause holders of such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five (75) days after filingsecurities.

Resale Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a "“resale" ” Registration Statement providing for covering the resale of all or such maximum portion of the Registrable Securities as permitted by the staff of the SEC that are not then registered on an effective Registration Statement for an offering to be made on a continuous basisbasis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form F-3 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3S-1, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunderherewith). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold sold, or (ii) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (or any successor rule) or the “Effectiveness Period”). Notwithstanding any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to of this Agreement, if any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to SEC Guidance sets forth a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares into which the outstanding Warrants are then exercisable exceeds limitation on the number of shares Registrable Securities permitted to be registered on a particular Registration Statement, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities remaining unsold under to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Shares (applied, in the Registration Statementcase that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), and second by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders. . In the event of a cutback hereunder, the Company shall have thirty (30) Business give the Holder at least 5 Trading Days prior written notice along with the calculations as to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five (75) days after filingHolder’s allotment.

Resale Registration. On or prior Subject to Section 7.18(b), within ninety (90) days following the Filing DateEffective Time, Acquiror and the Company Stockholders (other than any Dissenting Company Stockholders) shall prepare and Acquiror shall file with a registration statement (the SEC a "resale" Resale Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis. The Registration Statement shall be on Form F-3 (except if 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 in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable Statement") under the Securities Act and covering the rules promulgated thereunder (including Rule 416), resale of the Acquiror Common Stock to be issued to such indeterminate number of additional Ordinary Shares resulting from share splits, share dividends or similar transactions with respect to Company Stockholders in the Registrable SecuritiesMerger. The Company Acquiror shall thereafter use its commercially reasonable best efforts to cause the have such Resale Registration Statement to be declared effective under by the Securities Act promptly SEC as soon after the filing thereof, but in any event prior to the Effectiveness Date, as practicable and to keep such that Resale Registration Statement continuously effective and current, including through the filing of any amendments and supplements that may be required under the Securities Act provisions of applicable Law, until such date as is the earlier of (i) the date when all Registrable Securities covered by such the shares of Acquiror Common Stock issued to the Company Stockholders in the Merger and registered pursuant to the Resale Registration Statement have been sold or disposed of by the Company Stockholders, and (ii) the date such Acquiror Common Stock is otherwise eligible for public resale without limitation as to amount under applicable securities Laws. Acquiror may include other shares of Acquiror Common Stock on which the Registrable Securities may be sold without any restriction pursuant Resale Registration Statement. Acquiror agrees to Rule 144(knotify each Company Stockholder with shares of Acquiror Common Stock registered in the Resale Registration Statement (a "Selling Stockholder") (i) when the Resale Registration Statement (or any successor rulepost-effective amendment thereto) or has become effective, (ii) if the SEC has issued any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without stop order with respect to the Resale Registration Statement or initiated any volume limitations or manner of sale restrictions as determined by the counsel proceedings for that purpose, and (iii) if Acquiror has received any written notification with respect to the Company pursuant to a written opinion letter, addressed suspension of qualification of any Acquiror Common Stock for sale in any jurisdiction or on any securities exchange or market or with respect to the Company's transfer agent initiation or threat of any proceeding for such purpose. Acquiror further agrees to furnish each Selling Stockholder such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares into which copies of a prospectus, in conformity with the outstanding Warrants are then exercisable exceeds the number requirements of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty (30) Business Days to file such additional Registration Statementapplicable Law, and such other documents as such Selling Stockholder may reasonably request in order to facilitate the Company shall use its best efforts to cause disposition of the Acquiror Common Stock owned by such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five (75) days after filingSelling Stockholder.

Resale Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the SEC Commission a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basisbasis pursuant to Rule 415. The Registration Statement shall be on Form F-3 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3SB-2, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Ordinary Shares shares of Common Stock resulting from share stock splits, share stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) (or any successor rule) or any other provision under Rule 144 that permits the Holders to sell the Registrable Securities without respect to any volume limitations or manner of sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement be 4:00 p.m. Eastern Time on the effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Ordinary Shares shares of Common Stock into which the outstanding Preferred Stock is convertible and the Warrants are then exercisable exceeds the number of shares of Registrable Securities remaining unsold under the Registration Statement, the Company shall have thirty twenty (3020) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than seventy-five sixty (7560) days after filing.