Common use of Grant of Right Clause in Contracts

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the exercise of this Purchase Warrant and the sale of the Registrable Securities (defined hereafter)Shares by the Holder is in effect and available, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on or after the Initial Exercise Commencement Date and expiring on for a period of no more than five (5) years from the third anniversary Effective Date or the commencement of sales of the Effective DateOffering in accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section that are subject of a then effective registration statement.

Grant of Right. At any time after In addition to the Initial Exercise Date until three (3) demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years after commencing on the Closing Date that there is not then an effective registration statement registering for resale all of Effective Date, to include the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) as part of the Holder(s) any other registration of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, securities filed by the Company will file (other than in connection with a registration statement with transaction contemplated by Rule 145(a) promulgated under the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts Act or pursuant to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionForm S-8); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities (the “Maximum Number of Shares”) which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall not be required to comply with a Demand Notice if include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has filed a not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration statement has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the Holder is entitled right to piggyback registration rights pursuant to Section 5.2 hereof and either: (irequest such inclusion) that can be sold without exceeding the Holder has elected to participate in the offering covered by such registration statement or Maximum Number of Shares; and (ii) if If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such registration statement relates to an underwritten primary offering persons, (A) first, the shares of securities Common Stock for the account of the Companydemanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, until to the offering covered by such registration statement extent that the Maximum Number of Shares has not been withdrawn reached under the foregoing clause (A), the shares of Common Stock or until thirty other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (30C) days after such offering is consummated. The demand for registration may be made at any time beginning on third, to the Initial Exercise Date extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or (B), the Registrable Securities within ten as to which registration has been requested under this Section 5.2 (10pro rata in accordance with the number of shares of Registrable Securities held by each such holder); and (D) days after fourth, to the date extent that the Maximum Number of Shares has not been reached under the receipt foregoing clauses (A), (B) and (C), the shares of any such Demand NoticeCommon Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Common Stock, agrees to register, on one (1) occasion, all or any portion of the Warrant Shares Common Stock underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-282886) covering the Registrable Securities remains effective.

Grant of Right. At If at any time and from time to time on or after the Initial Exercise Date until three (3) years after date the Closing Date that there is not then an effective registration statement registering for resale all of Company consummates the Registrable Securities (defined hereafter)Business Combination, the Company, upon written demand holders (a “Demand NoticeDemanding Holders”) of the Holder(s) of at least 51% a majority in interest of the Warrants and/or then-outstanding number of registrable securities (as defined in the underlying Warrant Shares Registration Rights Agreement among the Company, the Sponsor, initial stockholders of the Company and Holder, dated as of [ ], 2021 (the “Majority HoldersRegistration Rights Agreement”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants ) (collectively, the “Registrable Securities”). On such occasion, the Company will file ) may make a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The written demand for registration may of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be made at any time beginning on included in such registration and the Initial Exercise Date and expiring on the third anniversary intended method(s) of the Effective Datedistribution thereof (such written demand a “Demand Registration”). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other holders of Registrable Securities of such demand, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in a registration pursuant to a Demand Registration (each such holder that includes all or a portion of such holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the date receipt by the holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a registration pursuant to a Demand NoticeRegistration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth with respect to the Registrable Securities held by Holder may only be exercised one (1) time and shall terminate on the earlier of the Expiration Date or five years from the Commencement Date.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of Purchase Warrant Holders who hold at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (the “Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is Purchase Warrant Holders are entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has Majority Holders have elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty ninety (3090) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice (the “Inclusion Notice”) of its receipt of any Demand Notice by any Holder(s) the Majority Holders to all other registered Purchase Warrant Holders of (the Warrants and/or the Registrable Securities “Other Holders”) within ten (10) days after the date of the receipt of any such Demand Notice. The Company agrees to include in such registration statement such Registrable Securities with respect to which it has received a written request to register (the “Tag Along Notice”) from such Other Holders thereof (provided that such request is received by the Company within twenty (20) days after the sending of the Inclusion Notice). If any Other Holder does not timely notify the Company of his desire that his Registrable Securities be included in such registration, the Other Holder’s rights under this Section 4.1.1 shall terminate. Notwithstanding anything contained in this Purchase Warrant, the Holder may not demand or participate in a registration under this Section 4.1.1 if all of the Registrable Securities of the Holder may then be sold without registration under the Act pursuant to Rule 144 promulgated under the Act.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statements on Form S-1 (Nos. 333-252780 and 333-252974) covering the Registrable Securities remain effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective DateCommencement Date in accordance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Ordinary Shares, agrees to register, on one (1) occasion, all or any portion of the Warrant Ordinary Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form F-1 (File No. 333- 266102) covering the Registrable Securities remains effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering the Registrable Securities remain effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-259180) covering the Registrable Securities remain effective.

Grant of Right. At If at any time on or after the Initial Exercise Date until Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Securities to the Holder or if Rule 144 is not available to the Holder without any volume or other limitations, the Holder shall have the right, for a period of no more than three (3) years after from the Closing Date Initial Exercise Date, which is in accordance with applicable FINRA rules, to include the Warrant Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that there is not then an effective registration statement registering if, solely in connection with any primary underwritten public offering for resale all the account of the Registrable Securities (defined hereafter), the Company, upon written demand (the managing underwriter(s) thereof shall, in its reasonable discretion, impose a “Demand Notice”) limitation on the number of Warrant Securities which may be included in the Holder(s) of at least 51% of Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees Company shall be obligated to register, on one occasion, all or any include in such Registration Statement only such limited portion of the Warrant Shares underlying Securities with respect to which the Warrants (collectively, Holder requested inclusion hereunder as the “Registrable Securities”)underwriter shall reasonably permit. On Any exclusion of Warrant Securities shall be made pro rata among the Holders seeking to include Warrant Securities in proportion to the number of Warrant Securities sought to be included by such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionHolders; provided, however, that the Company shall not be required to comply with a Demand Notice if exclude any Warrant Securities unless the Company has filed a registration statement with respect to first excluded all outstanding securities, the holders of which the Holder is are not entitled to piggyback registration rights pursuant inclusion of such securities in such Registration Statement or are not entitled to Section 5.2 hereof and either: (i) pro rata inclusion with the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeWarrant Securities.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, on one occasiononce at the Company’s expense and once at the Majority Holder’s expense, all or any portion of the Warrant remaining Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of effectiveness of the Effective DateRegistration Statement, but no later than five (5) years from the effective date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At If at any time on or after the Initial Exercise Date until three (3) years after the Closing Date that Date, there is not then an no effective registration statement registering registering, or the prospectus contained therein is not available for resale all the issuance of the Registrable Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (defined hereafterincluding under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Company, upon written demand (a “"Demand Notice”") of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“"Majority Holders”"), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 5(b) hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, on one occasiononce at the Company’s expense and once at the Majority Holder’s expense, all or any portion of the Warrant remaining Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of commencement of sales of the Effective Dateoffering, but no later than five (5) years from the date of commencement of sales of the offering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to registerregister on two (2) occasions only (each, on one occasion, a “Demand Registration”) under the Securities Act all or any portion of the Warrant Shares underlying requested by the Warrants Majority Holders in the Initial Demand Notice (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The A demand for registration may be made at any time beginning on during which the Initial Exercise Date and expiring on the third anniversary Majority Holders hold any of the Effective DateWarrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 5(a): (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be offered is less than $250,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within one hundred eighty (180) days after the effective date of a prior registration in respect of the Common Stock, including a Demand Registration (or, in the event that Holders were prevented from including any Registrable Securities requested to be included in a Piggyback Registration pursuant to Section 5(b), within ninety (90) days after the effective date of such prior registration in respect of the Common Stock). For purposes of this Agreement, a “Scheduled Black-Out Period” shall mean a period from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Company publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to will notify all other registered Holders holders of the Warrants and/or Warrant Shares of the Registrable Securities demand within ten (10) days after from the date of the receipt of any such Initial Demand Notice.. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included in the Demand Registration. The term of the Demand Registration shall not be more than five (5) years from the commencement of the sales of Common Stock to the public. ​

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, on one occasiononce at the Company’s expense and once at the Majority Holder’s expense , all or any portion of the Warrant Shares underlying the Warrants remaining Common Stock (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of effectiveness of the Effective DateRegistration Statement, but no later than five (5) years from the date of commencement of sales of the Offering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “"Initial Demand Notice”") of the Holder(s) of at least 51more than 50% ("Majority Holders") of the Warrants and/or the underlying Warrant Shares Common Stock (“Majority Holders”collectively "Registrable Securities"), agrees to register, register on one occasion, all or any portion of the Warrant Shares Warrants and/or the underlying Common Stock requested by the Warrants (collectively, Majority Holders in the “Registrable Securities”)Initial Demand Notice. On such occasionUpon the request by the Majority Holders as set forth in the preceding sentence, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review . Should this registration or the effectiveness thereof be delayed by the Commission; providedCompany, howeverthe exercisability of the Warrants shall be extended for a period of time equal to the delay in registering the Registrable Securities. Moreover, that if the Company shall not be required willfully fails to comply with a Demand Notice if the provisions of this Section 5.1.1, the Company has filed a registration statement with respect shall, in addition to which any other equitable or other relief available to the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof Holder(s), be liable for any and either: (i) all incidental, special and consequential damages sustained by the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedHolder(s). The demand for registration may be made at any time during a period of seven years beginning on one year from the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Registerable Securities within ten (10) days after from the date of the receipt of any such Initial Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective DateCommencement Date in accordance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after Unless a registration statement covering the Initial Exercise Date until three exercise of this Purchase Warrant and the sale of the Shares by the Holder is in effect and available, the Holder shall have the right, for a period of no more than seven (37) years after the Closing Date that there is not then an effective registration statement registering for resale all commencement of sales of the Registrable Securities (defined hereafter)Offering, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, include all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act, or pursuant to Form S-8 or any equivalent form). On such occasion; provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the Company will file managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the registration statement with because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Commission covering Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities within thirty (30) days after receipt with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of a Demand Notice and use its reasonable best efforts Registrable Securities shall be made pro rata among the Holders seeking to have include Registrable Securities in proportion to the registration statement declared effective promptly thereafter, subject number of Registrable Securities sought to compliance with review be included by the Commissionsuch Holders; provided, however, that the Company shall not be required to comply with a Demand Notice if exclude any Registrable Securities unless the Company has filed a registration statement with respect to first excluded all outstanding securities, the holders of which the Holder is are not entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate inclusion of such securities in the offering covered by such registration statement or (ii) if such registration statement relates are not entitled to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities within ten (10) days after the date pursuant to this Section that are subject of the receipt of any such Demand Noticea then effective registration statement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the exercise of this Unit Warrant and the Warrant Units, the exercise of the Registrable Securities Warrants and the sale of the Common Shares underlying the Units by the Holder is in effect and available (defined hereafterthe “Registration Condition”), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Unit Warrants and/or the underlying Warrant Shares securities (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Units underlying this Unit Warrant, including the Common Shares underlying the Warrants included in the Unit Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Unit Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after In the Initial Exercise Date until three (3) years after event that the Closing Date that there is Warrant Shares are not then otherwise registered under an effective registration statement registering for resale all of the Registrable Securities (defined hereafter)statement, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 5(b) hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth (5th) anniversary of the Effective DateOriginal Issuance Date in accordance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At If at any time after prior to the Initial Exercise Date until three (3) years after Expiration Date, the Closing Date that there Registration Statement is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter)no longer effective, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Warrant Shares underlying requested by the Warrants Majority Holders in the Initial Demand Notice (collectively, the “Registrable Securities”). On such occasion, the The Company will use its best efforts to file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on during which the Initial Exercise Date and expiring on the third anniversary Majority Holders hold any of the Effective DateWarrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 4.1.1: (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; or (C) within ninety (90) days after the effective date of a prior registration in respect of the Company’s Ordinary Shares. For purposes of this Warrant, a “Scheduled Black-Out Period” shall means the periods from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Company publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to will notify all other registered Holders holders of the Warrants and/or Warrant Shares of the Registrable Securities demand within ten (10) days after from the date of the receipt of any such Initial Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included in the Demand Registration. Subject to Section 4.1.2, the Company shall not be obligated to effect more than one Demand Registration under this Section 4.1.1 in respect of all Warrant Shares and notwithstanding anything herein to the contrary, in accordance with FINRA Rule 5110(g)(8)(C) such demand registration right may not be exercised more than five years from the commencement of sales of the offering pursuant to which this Warrant is being issued.

Grant of Right. At If at any time on or after the Initial Exercise Date until three (3) years after the Closing Date that Date, there is not then an no effective registration statement registering registering, or the prospectus contained therein is not available for resale all the issuance of the Registrable Securities (defined hereafter)Warrant Shares to the Holder or if Rule 144 for the resale of the Warrant Shares is not available to the Holder without any volume or other limitations, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “"Demand Notice”") of the Holder(s) of at least 51% of the Warrants Purchase Options and/or the underlying Warrant Shares (“"Majority Holders”"), agrees to registerregister (the “Demand Registration”), on one occasion, all or any portion of the Warrant Shares underlying the Warrants Purchase Options (collectively, collectively the “"Registrable Securities”"). On such occasion, the Company will file a registration statement with the Commission SEC covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafteras soon thereafter as possible, subject to compliance with review by the CommissionSEC; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedconsummated (or such other period of time as set forth in the underwriting agreement for such underwritten offering). The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants Purchase Options and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 4.1.4.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or Unless any portion of the Warrant Shares underlying this Purchase Warrant and the shares of Common Stock underlying all of the other Underwriters’ Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a ) are included in an effective registration statement with a current prospectus, the Commission covering Holder, along with the holders of all of the other Underwriters’ Warrants (as such term is defined in the Underwriting Agreement) shall have the right, for a period of no more than seven (7) years from the Commencement Date in accordance with FINRA Rule 5110(g)(8)(D), to include any portion of the Registrable Securities within thirty as part of any other registration of securities filed by the Company (30other than in connection with a transaction contemplated by Rule 145(a) days after receipt promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of a Demand Notice and use the Company, the managing underwriter(s) thereof shall, in its reasonable best efforts to have discretion, impose a limitation on the number of shares of Common Stock which may be included in the registration statement declared effective promptly thereafterbecause, subject in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to compliance facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with review respect to which the Holder and the holders of the other Underwriters’ Warrants have requested inclusion thereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holder and the holders of the other Underwriters’ Warrants seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by the Commissionholder and the holders of the other Underwriters’ Warrants; provided, however, that the Company shall not be required to comply with a Demand Notice if exclude any Registrable Securities unless the Company has filed a registration statement with respect to first excluded all outstanding securities, the holders of which the Holder is are not entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate inclusion of such securities in the offering covered by such registration statement or (ii) if such registration statement relates are not entitled to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or pro rata inclusion with the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeSecurities.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Ordinary Shares, agrees to register, on one (1) occasion, all or any portion of the Warrant Ordinary Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-[●]) covering the Registrable Securities remains effective.

Grant of Right. At If at any time on or after the Initial Exercise Date until three (3) years after the Closing Date that Date, there is not then an no effective registration statement registering registering, or the prospectus contained therein is not available for resale all the issuance of the Registrable Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (defined hereafterincluding under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 5(b) [“Piggy-Back”] hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the exercise of this Warrant and the sale of the Registrable Securities (defined hereafter)Shares by the Holder is in effect and available, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Ordinary Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Ordinary Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to registerregister on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities, as defined below, on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or Shares underlying the underlying Warrant Shares Purchase Warrant(s) (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants Purchase Warrant(s) (collectively, collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on one (1) year from the Initial Exercise Date and expiring on the third anniversary of the Effective Closing Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice. The Company shall have the right to defer the filing of any registration statement requested pursuant to this Section 4.1 for a period not to exceed one hundred eighty (180) days following the receipt of a Demand Notice if in the good faith determination of the Board of Directors of the Company (written notice of which shall be provided promptly to the Holders requesting registration) that the filing of such registration statement would not be in the best interests of the Company because the Company is engaged in any financing, acquisition or material transaction that would be adversely affected by such filing. If the Company shall so defer the filing of the registration statement, the Holders may, by providing written notice to the Company within thirty (30) days after the receipt of the notice of the Board of Directors’ determination, withdraw the Demand Notice. The right of the Company to defer a Demand Notice may not be exercised by the Company more than once in any twelve (12) month period.

Grant of Right. At If at any time on or after the Initial Exercise Date until three (3) years after the Closing Date that Date, there is not then an no effective registration statement registering registering, or the prospectus contained therein is not available for resale all the issuance of the Registrable Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (defined hereafterincluding under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(sholder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares ADSs (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares ADSs underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement, or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) 90 days after such offering is consummated. Notwithstanding the foregoing, if the filing, initial effectiveness or continued use of a registration statement filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good-faith judgment of the Company based on the advice of counsel (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such decision to the Holders, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided that the Company shall not be permitted to do so by invoking the ground in item (iii) above (x) more than once in any six-month period or (y) for any single period of time in excess of 90 days (or up to 120 days in the case of year-end financial results), or for periods exceeding, in the aggregate, 90 days (or up to 120 days in the case of year-end financial results) during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, the Holder agrees to suspend, promptly upon receipt of the notice referred to above, the use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. In order to defer the filing of a registration statement pursuant to this Section 4.1.1, the Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.1.1 and a statement of the ground for such deferral; provided that the Company shall not be required to provide any material non-public information to the Holder. The demand for registration may be made at on only one occasion while Holder holds any time of the Registrable Securities during a period of four (4) years beginning on the Initial Exercise Commencement Date and expiring on the third anniversary of the Effective Datein accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten fifteen (1015) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Shares shares of Common Stock (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At If at any time after the Initial Exercise Commencement Date until three (3) years after the Closing Date that there is not then an no effective registration statement registering for registering, or no current prospectus available for, the resale all of the Registrable Securities (defined hereafter)Shares by the Holder, the Company, upon written demand (a “Demand Notice”) of the Holder(sHolder (or if this Warrant has been allocated by the Holder so that there are more than one holder (hereafter referred to as the “Holders”) by the Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), ) agrees to registerregister on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities, as defined below, on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) the Majority Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by the Majority Holder(s) to all other registered Holders of Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Each such Holder desiring to include in such registration statement all or any portion of the Registrable Securities then held by such Holder shall, within five (5) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of five (5) years beginning on the Initial Exercise Date and expiring on Commencement Date. Notwithstanding the third anniversary foregoing, if the board of directors of the Effective Date. The Company, in its good faith judgment, determines that any registration of Registrable Securities under this Section 4.1 should not be made or continued because it would materially interfere with any material or potentially material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations related thereto, or require the Company covenants and agrees to give written notice of its receipt of disclose any Demand Notice by any Holder(smaterial nonpublic information which would reasonably be likely to be detrimental to the Company or otherwise make it undesirable for the Company to complete a demand registration at that time (a “Valid Business Reason”), (x) to all other registered Holders the Company may postpone filing a Registration Statement (but not the preparation of the Warrants and/or the Registrable Securities within ten registration statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty (1060) days after the date when the demand registration was requested and (y) in case a Registration Statement has been filed relating to a demand registration, the Company may postpone amending or supplementing such registration statement, (in which case, if the Valid Business Reason no longer exists or if more than one 60-day period has passed since such postponement, the Majority Holder(s) may request a new demand registration or request the prompt amendment or supplement of such registration statement). The Company shall give written notice to all Holders of Registrable Securities who have elected to participate in the demand registration of its determination to postpone filing, amending or supplementing a Registration Statement and of the receipt fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof (which notice shall notify each Holder only of any the occurrence of such Demand Notice.an event or the fact that it no longer exists and shall provide no additional information regarding such event to the extent such information would constitute material nonpublic information)

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, on one occasiononce at the Company’s expense and once at the Majority Holder’s expense, all or any portion of the Warrant Shares underlying the Warrants remaining shares of common stock (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of commencement of sales of the Effective Dateoffering, but no later than five (5) years from the date of the commencement of sales of the offering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At The Company, upon written demand made at any time after beginning twelve (12) months from the Initial Exercise Base Date until and for a period of three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the Company, upon written demand thereafter (a “Demand Notice”) of the Holder(s) of at least 5125% of the Warrants and/or the underlying Warrant Shares (the “Majority Demanding Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts Reasonable Best Efforts (as defined in Section 15 hereof) to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionSEC; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”) and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (B) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration may under the Securities Act; or (C) such securities shall have ceased to be made at outstanding. In addition, the term Registrable Securities shall not include any time beginning on securities held by any Holder if such securities are then freely tradeable under Rule 144 without restriction in the Initial Exercise Date and expiring on opinion of counsel to the third anniversary of the Effective DateCompany. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (as defined hereafter)below) are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Holder, agrees to register, on one occasion, all or any portion of the Warrant Ordinary Shares underlying this Purchase Warrant that are permitted to be registered under the Warrants Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionNotice; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof 4.2 and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary date of commencement of sales of the Effective DateOffering in accordance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees Notwithstanding the foregoing, but still subject to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders the foregoing FINRA Rule requirements, if the last day of the Warrants and/or sixty (60) day period falls on a date on which the Registrable Securities within ten (10) days after Company’s financial statements would be “stale” for purposes of complying with Regulation S-X under the Act, the date of by which the receipt of any Company shall file such Demand NoticeRegistration Statement shall be extended to thirty (30) calendar days following the earlier of (x) the date on which the Company is next required to file its financial statements on Form 20-F under the Securities Exchange Act of 1934, and (y) the date on which the Company actually files its financial statements on Form 20-F under the Securities Exchange Act of 1934, in each case without regard to any extension pursuant to Rule 12b-25 under the Securities Exchange Act of 1934.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Underwriter’s Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, register on one occasiontwo occasions, all or any portion of the Warrant remaining Class A Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of effectiveness of the Effective DateRegistration Statement, but no later than three (3) years from the effective date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Underwriter’s Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Any such registration statement as referenced above, a “Registration Statement.” Notwithstanding anything else herein to the contrary, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable holder; (B) (i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

Grant of Right. At If at any time on or after the Initial Exercise Date until three (3) years after the Closing Date that Date, there is not then an no effective registration statement registering registering, or the prospectus contained therein is not available for resale all the issuance of the Registrable Warrant Shares to the Holder of if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities (defined hereafter)Act, the Company, upon written demand (a “"Demand Notice”") of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“"Majority Holders”"), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of two (2) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to registerregister on two (2) occasions only (each, on one occasion, a “Demand Registration”) under the Securities Act all or any portion of the Warrant Shares underlying requested by the Warrants Majority Holders in the Initial Demand Notice (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The A demand for registration may be made at any time beginning on during which the Initial Exercise Date and expiring on the third anniversary Majority Holders hold any of the Effective DateWarrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 5(a): (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be offered is less than $250,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within one hundred eighty (180) days after the effective date of a prior registration in respect of the Common Shares, including a Demand Registration (or, in the event that Holders were prevented from including any Registrable Securities requested to be included in a Piggyback Registration pursuant to Section 5(b), within ninety (90) days after the effective date of such prior registration in respect of the Common Shares). For purposes of this Agreement, a “Scheduled Black-Out Period” shall mean a period from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Company publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to will notify all other registered Holders holders of the Warrants and/or Warrant Shares of the Registrable Securities demand within ten (10) days after from the date of the receipt of any such Initial Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included in the Demand Registration. The term of the Demand Registration shall not be more than five (5) years from the commencement of the sales of Common Shares to the public.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Shares ordinary shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Ordinary Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the exercise of this Warrant and the sale of the Registrable Securities (defined hereafter)Shares by the Holder is in effect and available, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the U.S. Securities and Exchange Commission (the “Commission” or “SEC”); provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on or after the Initial Exercise Commencement Date and expiring on for a period of no more than five (5) years from the third anniversary Effective Date or the commencement of sales of the Effective Dateoffering in accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section that are subject of a then effective registration statement.

Grant of Right. At any time If, after the Initial Exercise Date until three (3) years after the Closing Date that Commencement Date, there is not then an no effective registration statement registering for registering, or no current prospectus available for, the resale all of the Registrable Securities (defined hereafter)Shares by the Holder, the he Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one (1) occasion, all or any portion of Shares for which the Purchase Warrant Shares underlying the Warrants is exercisable (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until ; provided further that the foregoing proviso shall not apply on or after the date on which the offering covered by such registration statement has been withdrawn or until is thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-[*]) covering the Registrable Securities remains effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Common Stock, agrees to register, on one (1) occasion, all or any portion of the Warrant Shares Common Stock underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has has, within the ninety (90) days preceding such Demand Notice, filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until ninety (90) days after the offering covered by such registration statement has been withdrawn or until thirty ninety (3090) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten five (105) business days after the date of the receipt of any such Demand NoticeNotice and such written notice shall offer each such Holder the opportunity to include in the Demand Registration Statement that number of Registrable Securities as each such Holder may request in writing within five (5) business days after the date that the Company delivered the written notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, on one occasiononce at the Company’s expense and once at the Majority Holder’s expense, all or any portion of the Warrant remaining Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of effectiveness of the Effective DateRegistration Statement, but no later than three (3) years from the effective date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one (1) occasion, all or any portion of Shares for which the Purchase Warrant Shares underlying the Warrants is exercisable (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until ; provided further that the foregoing proviso shall not apply on or after the date on which the offering covered by such registration statement has been withdrawn or until is thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-264191) covering the Registrable Securities remains effective.

Grant of Right. At The Purchaser shall have the right at any time after and from time to time to include the Initial Exercise Date until three Registrable Securities as part of any other registration of securities filed by the Corporation (3other than pursuant to Form ▇-▇, ▇▇▇▇ ▇-▇ or any equivalent forms or in connection with the Corporation's initial public offering to the extent that no other selling shareholder is included in the registration statement). Notwithstanding the foregoing, if, in the written opinion of the managing underwriter or underwriters of a public offering by the Corporation of its shares of Common Stock, the inclusion of the Registrable Securities, when added to the securities being registered by the Corporation, will exceed the maximum amount of the Corporation's securities that can be marketed without materially and adversely affecting the entire offering, then (i) years after the Closing Date that there is Corporation will include in such registration first, only those securities, the holders of which as of the date hereof have piggy-back registration rights (as listed on Schedule 8.2), second, the Registrable Securities allocated (if necessary) among the holders thereof on a pro rata basis based on the number of Registrable Securities requested to be included in such registration statement, and third, capital stock of the Corporation to be sold for the account of others with applicable piggy-back registration rights, with such priorities among them as the Corporation shall decide. If, subsequent to the exercise of all of the demand registration rights referred to in Section 8.1, any Registrable Securities requested to be included in an offering ("Other Offering") pursuant to the "piggy-back" rights described in this Section 8.2. are not so included because of the operation of the first proviso of the preceding sentence, then an effective registration statement registering for resale all the holders of the Registrable Securities (defined hereafter)shall have the right to require the Corporation, the Companyat its expense, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will prepare and file a registration statement with under the Commission Securities Act covering the such Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeSecurities.

Grant of Right. At any time after In addition to the Initial Exercise Date until three (3) demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years after commencing on the Closing Date that there is not then an effective registration statement registering for resale all of Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (defined hereafter)other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act, pursuant to Form S-8 or for an offering of debt securities that is convertible into equity securities of the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities ( the "Maximum Amount") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall not be required to comply with a Demand Notice include in any such registration: first, the shares of Common Stock or other securities that the Company or, if the Company has filed registration of securities is a registration statement with respect that is being filed pursuant to which the Holder is entitled to piggyback demand registration rights of any other holder(s) of the Company's securities ("Other Demand Holders"), such Other Demand Holders desire to sell, second, the Registrable Securities for which registration has been requested hereunder together with any securities for which piggy-back registration has been requested by the holders thereof pursuant to Section 5.2 the Registration Rights Agreement dated as of the date hereof by and either: among the Company and certain Investors named therein, pro rata, (i) according to the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering total number of securities of the Company, until the offering covered Company owned by such registration statement selling security holders) that can be sold without exceeding the Maximum Amount and third to the extent that the Maximum Amount has not been withdrawn reached under the foregoing clauses first and second the shares of Common Stock or until thirty (30) days after other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such offering is consummated. The demand for registration may persons that can be made at any time beginning on sold without exceeding the Initial Exercise Date and expiring on the third anniversary of the Effective DateMaximum Amount. The Company covenants and agrees to shall give written notice of its receipt of any Demand Notice by any Holder(s) such proposed filing to all other registered the Holders of the Warrants and/or the Registrable Securities within Purchase Options as soon as practicable, but in no event less than ten (10) days after before the date anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of any such Demand Noticenotice (a "Piggy-Back Registration"). All Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter)Commencement Date, the Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or of the underlying Warrant Shares (“Majority Holders”)issuanble upon exercise thereof then outstanding, agrees to register, on one (1) occasion, all or any portion of the Warrant Shares underlying the issuable upon exercise of Purchase Warrants (collectively, the “Registrable Securities”). The Demand Notice shall specify the number of Registrable Securities requested to be included in the registration. On such occasion, the Company will file (or confidentially submit) a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form F-1 (File No. 333-[●]) covering the Registrable Securities remain effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the sale of the Registrable Securities (defined hereafter)Warrant Shares by the Holder is in effect and available, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Holder, agrees to register, on one (1) occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days as soon as practicable after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided. Notwithstanding the foregoing, however, that the Company shall not be required to comply with a Demand Notice Notice: A. during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of and ending on a date 180 days following the effective date of a Company-initiated registration subject to Section 3(b) hereof, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; B. if the Company has filed shall furnish to the Holder requesting a registration statement with respect to which under Section 3(a) a certificate signed by a duly authorized officer of the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate Company stating that in the offering covered by good faith judgment of the Company’s Board of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request from the Holders, provided that such right shall be exercised by the Company not more than once in any 12-month period, and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (ii) if such other than a registration relating solely to securities sold in connection with a stock plan, corporate reorganization or transaction, or on any form that does not include substantially the same information as would be required in a registration statement relates covering the Registrable Securities); C. if the Holder does not request that such offering be firmly underwritten by underwriters selected by the Holder (which underwriters shall be reasonably satisfactory to an underwritten primary offering of securities the Company as described in Section 3(c)(v): or D. if the Company and the Holder are unable to obtain the commitment of the Company, until the offering covered by such registration statement has been withdrawn or until thirty underwriters described in subsection (30C) days after such offering is consummatedabove. The demand for registration may be made at any time during a period of two (2) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Ordinary Shares, agrees to register, on one (1) occasion, all or any portion of the Warrant Ordinary Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333- [●]) covering the Registrable Securities remains effective.

Grant of Right. At any time If, after the Initial Exercise Date until three (3) years after the Closing Date that Commencement Date, there is not then an no effective registration statement registering for registering, or no current prospectus available for, the resale all of the Registrable Securities (defined hereafter)Shares by the Holder, the Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one (1) occasion, all or any portion of Shares for which the Purchase Warrant Shares underlying the Warrants is exercisable (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until ; provided further that the foregoing proviso shall not apply on or after the date on which the offering covered by such registration statement has been withdrawn or until is thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-[*]) covering the Registrable Securities remains effective.

Grant of Right. At any time after Subject to the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all further requirements of the Registrable Securities (defined hereafter)this Section 4.1.1, the Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (excluding any Shares which have been transferred and the subsequent disposition thereof no longer requires registration or qualification under the Securities Act or any similar state law then in force) (collectively, the “Registrable Securities”). For the purpose of this Section 4, the term “Registrable Securities” shall not include Shares that have been transferred and the subsequent disposition thereof no longer requires registration or qualification under the Securities Act or any similar state law then in force. On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if (a) the Registration Statement is still in effect or (b) the Company has filed a registration statement with respect to which the Holder is entitled to piggyback “piggyback” registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration No more than one (1) Demand Notice may be made at any time delivered during the period beginning on the Initial Exercise Date and expiring ending on the third anniversary of the Effective Datethereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Representative’s Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, register on one (1) occasion, all or any portion of the remaining Shares issuable upon exercise of the Purchase Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after six (6) months from the Initial Exercise Date and expiring on the third anniversary commencement of sales of the Effective DateOffering, but no later than five (5) years from the commencement of sales of the Offering in compliance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Representative’s Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five (5) days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the registration statement or post-effective amendment filed pursuant to the demand rights granted hereunder.

Grant of Right. At If at any time and from time to time on or after the Initial Exercise Date until three (3) years after date the Closing Date that there is not then an effective registration statement registering for resale all of Company consummates the Registrable Securities (defined hereafter)Business Combination, the Company, upon written demand holders (a “Demand NoticeDemanding Holders”) of the Holder(s) of at least 51% a majority in interest of the Warrants and/or then-outstanding number of registrable securities (as defined in the underlying Warrant Shares Registration Rights Agreement among the Company, the Sponsor, directors and officers of the Company and Holder, dated as of [ ], 2023 (the “Majority HoldersRegistration Rights Agreement”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants ) (collectively, the “Registrable Securities”). On such occasion, the Company will file ) may make a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The written demand for registration may of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be made at any time beginning on included in such registration and the Initial Exercise Date and expiring on the third anniversary intended method(s) of the Effective Datedistribution thereof (such written demand a “Demand Registration”). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other holders of Registrable Securities of such demand, and each holder of Registrable Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in a registration pursuant to a Demand Registration (each such holder that includes all or a portion of such holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the date receipt by the holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a registration pursuant to a Demand NoticeRegistration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth with respect to the Registrable Securities held by Holder may only be exercised one (1) time and shall terminate on the earlier of the Expiration Date or five years from the Commencement Date.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority Holders”), agrees to registerregister (a “Demand Registration”), on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants, including the Shares underlying the Warrants included in the Purchase Warrants (collectively, collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand demands for registration may be made at any time during a period of five (5) years beginning on the Initial Exercise Date and expiring on the third anniversary of six (6) months from the Effective Date. The Company covenants and agrees to give written notice of its receipt of any the Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice. The Holders shall not effect more than two (2) Demand Registrations pursuant to this Section 4.1.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Shares underlying the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasiontwo occasions, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On each such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice Notice, and use its reasonable best efforts commercial efforts, subject to receipt of necessary information from the Holder, to have the registration statement declared effective promptly thereafter, subject to compliance with review within 150 days after the receipt of the Demand Notice (210 days if the registration statement is reviewed by the Commission), but in any event not later than 240 days after receipt of the Demand Notice; provided, however, that the Company shall not be required to comply with a Demand Notice if (A) there is an effective registration statement under the Securities Act covering the Registrable Securities at the time of the Demand Notice, or (B) the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Commencement Date and expiring on until the third anniversary of the Effective Expiration Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after The Holders of this Warrant shall have the Initial Exercise right for a period of four years from the Commencement Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, include all or any portion part of this Warrant and the shares of Common Stock underlying this Warrant Shares underlying the Warrants (collectively, the “"Registrable Securities”). On such occasion, ") as part of any registration of securities filed by the Company will file (other than in connection with a registration statement with transaction contemplated by Rule 145(a) promulgated under the Commission covering the Registrable Securities within thirty Act or pursuant to Form S-8 or any equivalent form) (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission"Registration Statement"); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering (the "Underwriter") the inclusion of the Registrable Securities, when added to the securities being registered by the Company shall not or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: marketed (i) the Holder has elected at a price reasonably related to participate in the offering covered by such registration statement their then current market value, or (ii) if without materially and adversely affecting the entire offering, the Registrable Securities included in the Registration Statement shall be reduced to such registration statement relates amount as the Underwriter, in its sole discretion, determines. Such reduction includes reducing the number of Registrable Securities to an underwritten primary be registered in the Registration Statement for such offering to zero and not registering any of securities the Registrable Securities in such offering. 1. Upon the delivery of such written request within the specified time, the Company, until subject to the offering covered foregoing provisions of the prior paragraph of this Section 5.1.1, shall include in its contemplated Registration Statement all information necessary or advisable to register or qualify the Registrable Securities for offer and sale to the public, in the event the Company does file the contemplated Registration Statement; provided, however, that neither the delivery of the notice by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedthe Company nor the delivery of a request by a Holder shall in any way obligate the Company to file a Registration Statement. The demand for registration may be made Furthermore, notwithstanding the filing of a Registration Statement, the Company may, in its sole discretion, at any time beginning on prior to the Initial Exercise Effective Date and expiring on thereof, determine not to offer the third anniversary securities to which the Registration Statement relates, regardless whether Registrable Securities have been included in such Registration Statement. As to each Registration Statement, the Company's obligations contained in this Section 5 shall be conditioned upon a timely receipt by the Company in writing of the Effective Date. The Company covenants and agrees following: 105 (a) information as to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders the terms of the Warrants and/or contemplated public offering furnished by and on behalf of each Holder intending to make a public distribution of the Registrable Securities within ten Securities; and (10b) days after such other information as the date of Company may reasonably require from such Holders for inclusion in the receipt of any such Demand NoticeRegistration Statement.

Grant of Right. At any time after No later than October 1, 2025 (the Initial Exercise Date until three “Filing Date”), the Company shall file with the Commission (3at the Company’s sole cost and expense) years after the Closing Date that there a registration statement on Form S-3 (or, of Form S-3 is not then an effective available, Form S-1) or such other form of registration statement as is then available registering for the resale all of the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying issuable upon exercise of the Warrants (collectivelya “Registration Statement” (which term, for the “Registrable Securities”avoidance of doubt, shall include any registration statement filed pursuant to this Section 5)), and the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the expiration of the Lockup Period. On such occasion, The Company agrees that the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the to, at its expense, cause such Registration Statement or another registration statement declared (which may be a “shelf registration statement”) to remain effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to Holder, keep any qualification, exemption or compliance under state securities laws which the Holder is entitled Company determines to piggyback obtain continuously effective with respect to Holder, and to keep the applicable Registration Statement or any subsequent shelf registration rights pursuant to Section 5.2 hereof and either: statement free of any material misstatements or omissions, until the earlier of (i) the Holder has elected to participate in date on which all of the offering covered by such registration statement Warrant Shares shall have been sold, or (ii) if such registration statement relates to an underwritten primary offering on the first date on which Holder can sell all of securities its Warrant Shares (or shares received in exchange therefor) under Rule 144 of the CompanySecurities Act without limitation as to the manner of sale, until the offering covered by amount of such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration securities that may be made at any time beginning on sold and without the Initial Exercise Date and expiring on requirement for the third anniversary of Company to be in compliance with the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Noticecurrent public information required under Rule 144.

Grant of Right. At Winstar Sub shall have the right at any time after and from time to time to include the Initial Exercise Date until three Registrable Securities as part of any other registration of securities filed by the Corporation (3other than pursuant to Form ▇-▇, ▇▇▇▇ ▇-▇ or any equivalent forms or in connection with the Corporation's initial public offering to the extent that no other selling shareholder is included in the registration statement). Notwithstanding the foregoing, if, in the written opinion of the managing underwriter or underwriters of a public offering by the Corporation of its shares of Common Stock, the inclusion of the Registrable Securities, when added to the securities being registered by the Corporation, will exceed the maximum amount of the Corporation's securities that can be marketed without materially and adversely affecting the entire offering, then (i) years after the Closing Date that there is Corporation will include in such registration first, only those securities, the holders of which as of the date hereof have priority piggy-back registration rights (as listed on Schedule 8.2), second, the Registrable Securities allocated (if necessary) among the holders thereof on a pro rata basis based on the number of Registrable Securities requested to be included in such registration statement, and third, capital stock of the Corporation to be sold for the account of others with applicable piggy-back registration rights, with such priorities among them as the Corporation shall decide. If, subsequent to the exercise of all of the demand registration rights referred to in Section 8.1, any Registrable Securities requested to be included in an offering ("Other Offering") pursuant to the "piggy-back" rights described in this Section 8.2. are not so included because of the operation of the first proviso of the preceding sentence, then an effective registration statement registering for resale all the holders of the Registrable Securities (defined hereafter)shall have the right to require the Corporation, the Companyat its expense, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will prepare and file a registration statement with under the Commission Securities Act covering the such Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeSecurities.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares shares of Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4(b) hereof and either: (iA) the Holder has elected to participate in the offering covered by such registration statement or (iiB) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. The foregoing provision shall not apply in connection with a Qualified Offering as defined in the Certificate of Designations for the Series B Convertible Preferred Stock.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the exercise of this Warrant and the sale of the Registrable Securities (defined hereafter)Shares by the Holder is in effect and available, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Securities and Exchange Commission (the “Commission”) covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “"Initial Demand -------------- Notice”") of the Holder(s) of at least 51% of the Warrants Purchase Options and/or the underlying Warrant Shares shares of Common Stock (“"Majority Holders”"), agrees to register, register on one occasion, all or any portion of the Warrant Shares Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the Common Stock underlying the Warrants Purchase Options (collectively, collectively the “"Registrable Securities”"). On such occasion, the Company will file a registration statement with the Commission Registration Statement covering the Registrable Securities within thirty (30) sixty days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly thereafter, subject to compliance with review . Should this registration or the effectiveness thereof be delayed by the Commission; Company, the exercisability of the Purchase Options shall be extended for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not extend beyond five years from the Effective Date. Moreover, if the Company shall not be required fails to comply with a Demand Notice if the provisions of this Section 5.1.1, the Company has filed a registration statement with respect shall, in addition to which any other equitable or other relief available to the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof Holder(s), be liable for any and either: (i) all incidental, special and consequential damages sustained by the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedHolder(s). The demand for registration may be made at any time beginning during a period of five years commencing on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Warrants Purchase Options and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Initial Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Representative’s Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, register on one occasiontwo occasions, all or any portion of the Warrant remaining Class A Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of effectiveness of the Effective DateRegistration Statement, but no later than three (3) years from the effective date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Representative’s Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At Each Buyer shall have the right at any time after and from time to time to include the Initial Exercise Date until three Registrable Securities as part of any other registration of securities filed by the Corporation (3other than pursuant to Form ▇-▇, ▇▇▇▇ ▇-▇ or any equivalent forms or in connection with the Corporation's initial public offering to the extent that no other selling shareholder is included in the registration statement). Notwithstanding the foregoing, if, in the written opinion of the managing underwriter or underwriters of a public offering by the Corporation of its shares of Common Stock, the inclusion of the Registrable Securities, when added to the securities being registered by the Corporation, will exceed the maximum amount of the Corporation's securities that can be marketed without materially and adversely affecting the entire offering, then (i) years after the Closing Date that there is Corporation will include in such registration first, only those securities, the holders of which as of the date hereof have piggy-back registration rights (as listed on Schedule 8.2), second, the Registrable Securities allocated (if necessary) among the holders thereof on a pro rata basis based on the number of Registrable Securities requested to be included in such registration statement, and third, capital stock of the Corporation to be sold for the account of others with applicable piggy-back registration rights, with such priorities among them as the Corporation shall decide. If, subsequent to the exercise of all of the demand registration rights referred to in Section 8.1, any Registrable Securities requested to be included in an offering ("Other Offering") pursuant to the "piggy-back" rights described in this Section 8.2. are not so included because of the operation of the first proviso of the preceding sentence, then an effective registration statement registering for resale all the holders of the Registrable Securities (defined hereafter)shall have the right to require the Corporation, the Companyat its expense, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will prepare and file a registration statement with under the Commission Securities Act covering the such Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeSecurities.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a ““ Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one (1) occasion, all or any portion of Shares for which the Purchase Warrant Shares underlying the Warrants is exercisable (collectively, the ““ Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until Company; provided further that the foregoing proviso shall not apply on or after the date on which the offering covered by such registration statement has been withdrawn or until is thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice no ▇▇▇▇ of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S•1 (File No. 333•264191) covering the Registrable Securities remains effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or Unless any portion of the Warrant Shares underlying this Purchase Warrant and the shares of Common Stock underlying all of the other Representative’s Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a ) are included in an effective registration statement with a current prospectus, the Commission covering Holder, along with the holders of all of the other Representative’s Warrants (as such term is defined in the Underwriting Agreement) shall have the right, for a period of no more than seven (7) years from the Commencement Date in accordance with FINRA Rule 5110(g)(8)(D), to include any portion of the Registrable Securities within thirty as part of any other registration of securities filed by the Company (30other than in connection with a transaction contemplated by Rule 145(a) days after receipt promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of a Demand Notice and use the Company, the managing underwriter(s) thereof shall, in its reasonable best efforts to have discretion, impose a limitation on the number of shares of Common Stock which may be included in the registration statement declared effective promptly thereafterbecause, subject in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to compliance facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with review respect to which the Holder and the holders of the other Representative’s Warrants have requested inclusion thereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holder and the holders of the other Representative’s Warrants seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by the Commissionholder and the holders of the other Representative’s Warrants; provided, however, that the Company shall not be required to comply with a Demand Notice if exclude any Registrable Securities unless the Company has filed a registration statement with respect to first excluded all outstanding securities, the holders of which the Holder is are not entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate inclusion of such securities in the offering covered by such registration statement or (ii) if such registration statement relates are not entitled to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or pro rata inclusion with the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeSecurities.

Grant of Right. At If at any time after prior to the Initial Exercise Date until three (3) years after five-year anniversary of the Closing Date that there is not then an effective Effective Date, a registration statement registering for covering the issuance or resale all of the Registrable Securities (defined hereafter)Warrant Shares underlying the Warrants is no longer effective, the Company, upon written demand by the Holder (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding any provision to the contrary herein, securities will cease to be Registrable Securities at such time as they are eligible to be sold under Rule 144 under the Securities Act.

Grant of Right. At If at any time on or after the Initial Exercise Date until three (3) years after the Closing Date that Date, there is not then an no effective registration statement registering registering, or the prospectus contained therein is not available for resale all the issuance of the Registrable Warrant Shares to the Holder or if the resale of the Warrant Shares cannot be made pursuant to an exemption from registration under the Securities Act (defined hereafterincluding under Rule 144 in connection with a cashless exercise and without any volume or other limitations), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty sixty (3060) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (File No. 333-255049) covering the Registrable Securities remain effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective Unless a registration statement registering for resale all covering the exercise of this Underwriter Warrant, the Warrant Units, the exercise of the Registrable Securities Warrants and the sale of the Common Shares underlying the Units by the Holder is in effect and available (defined hereafterthe “Registration Condition”), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Underwriter Warrants and/or the underlying Warrant Shares securities (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Units underlying this Underwriter Warrant, including the Common Shares underlying the Warrants included in the Underwriter Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Underwriter Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants Purchase Options and/or the underlying Warrant Shares of Common Stock and Warrants (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Options including the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission SEC covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionSEC; providedprovided , howeverhowever , that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on one (1) year after the Initial Exercise Date and expiring on the third anniversary of the Effective Closing Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants Purchase Options and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafteras below) are included in an effective registration statement with a current prospectus, if in the opinion of counsel Rule 144 is not available as an exemption from registration for the resale of the Registrable Securities (as defined below), the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Representative’s Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, register on one occasion, all or any portion of the Warrant remaining Class A Ordinary Shares underlying the Warrants Purchase Warrant (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty (30) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after 180 days from the Initial Exercise Date and expiring on Commencement Date, but no later than five (5) years from the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Underwriter’s Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have ten (10) days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(sholder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement, or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) 90 days after such offering is consummated. Notwithstanding the foregoing, if the filing, initial effectiveness or continued use of a registration statement filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good-faith judgment of the Company based on the advice of counsel (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such decision to the Holders, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided that the Company shall not be permitted to do so by invoking the ground in item (iii) above (x) more than once in any six-month period or (y) for any single period of time in excess of 90 days (or up to 120 days in the case of year-end financial results), or for periods exceeding, in the aggregate, 90 days (or up to 120 days in the case of year-end financial results) during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, the Holder agrees to suspend, promptly upon receipt of the notice referred to above, the use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. In order to defer the filing of a registration statement pursuant to this Section 4.1.1, the Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.1.1 and a statement of the ground for such deferral; provided that the Company shall not be required to provide any material non-public information to the Holder. The demand for registration may be made at on only one occasion while Holder holds any time of the Registrable Securities during a period of four (4) years beginning on the Initial Exercise Commencement Date and expiring on the third anniversary of the Effective Datein accordance with FINRA Rule 5110(f)(2)(G)(iv). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten fifteen (1015) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand ---------------- (a “"Initial Demand Notice”") of the Holder(s) of at least 51more than 50% ("Majority Holders") of the Warrants and/or the underlying Warrant Shares Common Stock (“Majority Holders”collectively "Registrable Securities"), agrees to register, register on one occasion, all or any portion of the Warrant Shares Warrants and/or the underlying Common Stock requested by the Warrants (collectively, Majority Holders in the “Registrable Securities”)Initial Demand Notice. On such occasionUpon the request by the Majority Holders as set forth in the preceding sentence, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) sixty days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review . Should this registration or the effectiveness thereof be delayed by the Commission; providedCompany, howeverthe exercisability of the Warrants shall be extended for a period of time equal to the delay in registering the Registrable Securities. Moreover, that if the Company shall not be required willfully fails to comply with a Demand Notice if the provisions of this Section 5.1.1, the Company has filed a registration statement with respect shall, in addition to which any other equitable or other relief available to the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof Holder(s), be liable for any and either: (i) all incidental, special and consequential damages sustained by the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedHolder(s). The demand for registration may be made at any time during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Registerable Securities within ten (10) days after from the date of the receipt of any such Initial Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-[●]) covering the Registrable Securities remains effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (as defined hereafterbelow), the Company, upon written demand (a the “Demand Notice”) of the Holder(sholder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares Securities (“Majority Holders”), agrees to register, register on one occasion, occasion only (the “Demand Registration”) under the Securities Act all or any portion of the Warrant Shares underlying Registrable Securities requested by the Warrants (collectively, Majority Holders in the “Registrable Securities”)Demand Notice. On such occasionAfter the receipt of the Demand Notice, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its reasonable best efforts to will have the such registration statement declared effective promptly as soon as possible thereafter. Notwithstanding the foregoing, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed effect a registration statement pursuant to this Section 10: (A) with respect to securities that are not Registrable Securities; or (B) during any Scheduled Black-Out Period (as defined below). For purposes of this Agreement, a “Scheduled Black-Out Period” shall mean the periods from and including the day that is ten business days prior to the last day of a fiscal quarter of the Company to and including the day that is two full business days after the day on which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by Company publicly releases its earnings for such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedfiscal quarter. The demand for registration may Demand Notice shall specify the number of Registrable Securities proposed to be made at any time beginning on sold and the Initial Exercise Date and expiring on the third anniversary intended method(s) of the Effective Datedistribution thereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to will notify all other registered Holders holders of the Warrants and/or Securities of the Registrable Securities demand within ten (10) days after from the date of the receipt of any such Demand Notice. Each holder of the Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. “Registrable Securities” means (a) any Conversion Shares issued or issuable upon conversion of the Securities, 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 Subscription 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). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the Commission has declared a 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 are met, and (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1), as set forth in a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the applicable transfer agent and the holders of such securities.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty the later of (30i) sixty (60) days after receipt of a Demand Notice and (ii) ninety (90) days prior to the Commencement Date, and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if (A) there is an effective registration statement under the Securities Act covering the Registrable Securities at the time of the Demand Notice, or (B) the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary date of the Effective Datecommencement of sales of the public offering in accordance with FINRA Rule 5110(g)(8)(C). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after The Holder shall have the Initial Exercise Date until three right, for a period of no more than five (35) years after from the Closing Date that there is not then an effective date of effectiveness of the registration statement registering in accordance with FINRA Rule 5110(f)(2)(H)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for resale all the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities (defined hereafter), with respect to which the Company, upon written demand (a “Demand Notice”) Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of a Demand Notice and use its reasonable best efforts Registrable Securities sought to have the registration statement declared effective promptly thereafter, subject to compliance with review be included by the Commissionsuch Holders; provided, however, that the Company shall not be required to comply with a Demand Notice if exclude any Registrable Securities unless the Company has filed a registration statement with respect to first excluded all outstanding securities, the holders of which the Holder is are not entitled to piggyback registration rights pursuant inclusion of such securities in such Registration Statement or are not entitled to Section 5.2 hereof and either: (i) pro rata inclusion with the Holder has elected to participate in Registrable Securities. In the offering covered by event of such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of a proposed registration, the Company, until Company shall furnish the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered then Holders of the Warrants and/or the outstanding Registrable Securities within with not less than ten (10) business days after written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within five (5) business days of the receipt of any the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2; provided, however, that such Demand Noticeregistration rights shall terminate on the fourth anniversary of the Commencement Date.

Grant of Right. At If at any time after prior to the Initial Exercise Date until three (3) years after Expiration Date, the Closing Date that there Registration Statement is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter)no longer effective, the Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Warrant Shares underlying requested by the Warrants Majority Holders in the Initial Demand Notice (collectively, the “Registrable Securities”). On such occasion, the The Company will use its best efforts to file a registration statement with the Commission covering the Registrable Securities within thirty (30) 30 days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on during which the Initial Exercise Date and expiring on the third anniversary Majority Holders hold any of the Effective DateWarrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 4.1.1: (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; or (C) within 90 days after the effective date of a prior registration in respect of the Company’s Ordinary Shares. For purposes of this Agreement, a “Scheduled Black-Out Period” shall means the periods from and including the day that is ten days prior to the last day of a fiscal quarter of the Company to and including the day that is two days after the day on which the Company publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to will notify all other registered Holders holders of the Warrants and/or Warrant Shares of the Registrable Securities demand within ten (10) days after from the date of the receipt of any such Initial Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within 15 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included in the Demand Registration. The Company shall not be obligated to effect more than one Demand Registration under this Section 4.1.1 in respect of all Warrant Shares during the 5 year period after the Effective Date.

Grant of Right. At any time after In addition to the Initial Exercise Date until three (3) demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years after commencing on the Closing Date that there is not then an effective registration statement registering for resale all of Effective Date, to include the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) as part of the Holder(s) any other registration of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, securities filed by the Company will file (other than in connection with a registration statement with transaction contemplated by Rule 145(a) promulgated under the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts Act or pursuant to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionForm S-8); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities (the "Maximum Number of Shares") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall not be required to comply with a Demand Notice if include in any such registration: (i) If the registration is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has filed a not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration statement has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the Holder is entitled right to piggyback registration rights pursuant to Section 5.2 hereof and either: (irequest such inclusion) that can be sold without exceeding the Holder has elected to participate in the offering covered by such registration statement or Maximum Number of Shares; and (ii) if If the registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such registration statement relates to an underwritten primary offering persons, (A) first, the shares of securities Common Stock for the account of the Companydemanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, until to the offering covered by such registration statement extent that the Maximum Number of Shares has not been withdrawn reached under the foregoing clause (A), the shares of Common Stock or until thirty other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (30C) days after such offering is consummated. The demand for registration may be made at any time beginning on third, to the Initial Exercise Date extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or (B), the Registrable Securities within ten as to which registration has been requested under this Section 5.2 (10pro rata in accordance with the number of shares of Registrable Securities held by each such holder); and (D) days after fourth, to the date extent that the Maximum Number of Shares has not been reached under the receipt foregoing clauses (A), (B) and (C), the shares of any such Demand NoticeCommon Stock, if any, as to which registration has been requested pursuant to written contractual piggy back registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Grant of Right. At If at any time on or after the Initial Exercise Date until Date, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder or if Rule 144 is not available to the Holder without any volume or other limitations, the Holder shall have the right, for a period of no more than three (3) years after from the Closing Date Initial Exercise Date, which is in accordance with applicable FINRA rules , to include the Warrant Shares as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that there is not then an effective registration statement registering if, solely in connection with any primary underwritten public offering for resale all the account of the Registrable Securities (defined hereafter), the Company, upon written demand (the managing underwriter(s) thereof shall, in its reasonable discretion, impose a “Demand Notice”) limitation on the number of shares of Series A Preferred Shares which may be included in the Holder(s) of at least 51% of Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees Company shall be obligated to register, on one occasion, all or any include in such Registration Statement only such limited portion of the Warrant Shares underlying with respect to which the Warrants (collectively, Holder requested inclusion hereunder as the “Registrable Securities”)underwriter shall reasonably permit. On Any exclusion of Warrant Shares shall be made pro rata among the Holders seeking to include Warrant Shares in proportion to the number of Warrant Shares sought to be included by such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionHolders; provided, however, that the Company shall not be required to comply with a Demand Notice if exclude any Warrant Shares unless the Company has filed a registration statement with respect to first excluded all outstanding securities, the holders of which the Holder is are not entitled to piggyback registration rights pursuant inclusion of such securities in such Registration Statement or are not entitled to Section 5.2 hereof and either: (i) pro rata inclusion with the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand NoticeWarrant Shares .

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)are included in an effective registration statement with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Ordinary Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Ordinary Shares underlying the Warrants Warrant that are permitted to be registered under the Act (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission (a “Demand Registration Statement”) covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement statement; or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary commencement of sales of the Effective DateOffering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission SEC covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionSEC; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on one (1) year after the Initial Exercise Closing Date and expiring on (as defined in the third anniversary of the Effective DateUnderwriting Agreement). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything herein to the contrary, the Underwriter and Related Persons (as defined in FINRA Conduct Rule 5110(a)(6)) in connection with the Offering may not exercise their rights under this Section 4.1.1 after five (5) years after the Effective Date.

Grant of Right. At any time after In addition to the Initial Exercise Date until three (3) demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years after commencing on the Closing Date that there is not then an effective registration statement registering for resale all of Effective Date, to include the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) as part of the Holder(s) any other registration of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, securities filed by the Company will file (other than in connection with a registration statement with transaction contemplated by Rule 145(a) promulgated under the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts Act or pursuant to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionForm S-8); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities (the "MAXIMUM NUMBER OF SHARES") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall not be required to comply with a Demand Notice if include in any such registration: (i) If the registration is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has filed a not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration statement has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the Holder is entitled right to piggyback registration rights pursuant to Section 5.2 hereof and either: (irequest such inclusion) that can be sold without exceeding the Holder has elected to participate in the offering covered by such registration statement or Maximum Number of Shares; and (ii) if If the registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such registration statement relates to an underwritten primary offering persons, (A) first, the shares of securities Common Stock for the account of the Companydemanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, until to the offering covered by such registration statement extent that the Maximum Number of Shares has not been withdrawn reached under the foregoing clause (A), the shares of Common Stock or until thirty other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (30C) days after such offering is consummated. The demand for registration may be made at any time beginning on third, to the Initial Exercise Date extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or (B), the Registrable Securities within ten as to which registration has been requested under this Section 5.2 (10pro rata in accordance with the number of shares of Registrable Securities held by each such holder); and (D) days after fourth, to the date extent that the Maximum Number of Shares has not been reached under the receipt foregoing clauses (A), (B) and (C), the shares of any such Demand NoticeCommon Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement (the “Registration Statement”) with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four (4) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything else herein to the contrary, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of (a) a Registration Statement with respect to the sale of such securities having become effective under the Securities Act and such securities having been sold, transferred or disposed of or exchanged in accordance with such Registration Statement by the applicable holder, (b) such securities having been otherwise transferred, new certificates not bearing (or book entry positions not subject to) a legend restricting further transfer having been delivered by the Company, and subsequent public distribution of such securities not requiring registration under the Securities Act, (c) such securities shall have ceased to be outstanding or (d) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act, with no volume or other limitations or restrictions including as to manner or timing of sale.

Grant of Right. At any time after In the Initial Exercise Date until three (3) years after the Closing Date event that there is not then an effective a qualified registration statement or offering circular covering the offer and sale of the Purchase Warrant or the underlying Shares, whenever the Company proposes to register or qualify any of the Shares or its shares of Common Stock under the Act after the date hereof (other than (i) a registration effected solely to implement an employee benefit plan or any dividend or distribution reinvestment or similar plan or relating to a registration or qualification solely for the sale of debt or convertible debt instruments or a transaction to which Rule 145 of the Act is applicable, (ii) a registration statement or offering circular on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for resale sale to the public, whether for its own account or for the account of one or more shareholders of the Company and (iii) a “universal” shelf registration statement on Form S-3 or any successor form thereto) (a “Piggyback Offering”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement or offering circular) to Holder of the Company’s intention to effect such a registration or qualification and, subject to the remaining provisions of this Section 4.1, shall include in such registration or qualification such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that Holder and any other holder of this duly transferred Purchase Warrant pursuant to Section 3 or other holders of interests in or represented by this Purchase Warrant as otherwise permitted by this Purchase Warrant (collectively, “Holders”) have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number of Shares) to be included within such registration or qualification. If a Piggyback Offering is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of shares of capital stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if Holder has elected to include such Shares in such Piggyback Offering) and all other shares of capital stock proposed to be included in such underwritten offering, the Company shall include in such registration or qualification (i) first, the number of shares of capital stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of Shares, if any, requested to be included therein by selling shareholders (including Holder) allocated pro rata among all such persons on the basis of the number of Shares then owned by each such person. If any Piggyback Offering is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the third anniversary of the Issuance Date and (ii) the date that Holder is permitted to sell its Registrable Securities (assuming a cashless exercise of this Purchase Warrant) pursuant to Rule 144 under the Act, and shall not be applicable so long as the Company’s registration statement or offering circular covering the Registrable Securities remains effective or qualified, as applicable, at such time. The duration of the Piggyback Offering right shall not exceed seven years from the date of issuance of this Purchase Warrant in accordance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days’ written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities (defined hereafter), have been sold by the Company, upon written demand (a “Demand Notice”) Holder. The Holders of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts to have shall exercise the registration statement declared effective promptly thereafter, subject to compliance with review “piggy-back” rights provided for herein by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give giving written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder may request registration under this Section. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are generally open for use by customers on such Demand Noticeday.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least fifty-one percent (51% %) of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to registerregister on two (2) occasions only (each, on one occasion, a “Demand Registration”) under the Securities Act all or any portion of the Warrant Shares underlying requested by the Warrants Majority Holders in the Initial Demand Notice (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the such registration statement declared effective promptly as soon as possible thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The A demand for registration may be made at any time beginning on during which the Initial Exercise Date and expiring on the third anniversary Majority Holders hold any of the Effective DateWarrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 5(a): (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be offered is less than $250,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within one hundred eighty (180) days after the effective date of a prior registration in respect of the Common Stock, including a Demand Registration (or, in the event that Holders were prevented from including any Registrable Securities requested to be included in a Piggyback Registration pursuant to Section 5(b), within ninety (90) days after the effective date of such prior registration in respect of the Common Stock). For purposes of this Agreement, a “Scheduled Black-Out Period” shall mean a period from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Company publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to will notify all other registered Holders holders of the Warrants and/or Warrant Shares of the Registrable Securities demand within ten (10) days after from the date of the receipt of any such Initial Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included in the Demand Registration. The term of the Demand Registration shall not be more than five (5) years from the commencement of the sales of Common Stock to the public.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “an "Initial Demand Notice”") of the Holder(s) of at least 51% of the Warrants Purchase Options and/or the underlying Warrant Shares Units and/or the underlying securities (“the "Majority Holders”"), agrees to register, register on one occasion, all or any portion of the Warrant Shares Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will file a registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty (30) sixty days after receipt of a the Initial Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Warrants Purchase Options and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Initial Demand Notice. Notwithstanding anything contained herein to the contrary, the Company shall be entitled to postpone the filing of the Registration Statement for a reasonable period of time not in excess of sixty (60) calendar days, if the Board of Directors of the Company determines, in good faith exercise of its reasonable business judgment, that such registration and offering would (i) materially and adversely interfere or affect the negotiation or completion of a transaction that is being contemplated by the Company or (ii) require disclosure of information, the premature disclosure of which could materially and adversely affect the Company. If the Company postpones the filing of a Registration Statement, it will promptly notify the holders of Registrable Securities in writing when the events or circumstances permitting such postponements have ended and shall promptly undertake such actions as would have been required hereunder but for such postponement.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the third fifth anniversary of the Effective Datedate of the Underwriting Agreement (as defined below) in accordance with FINRA Rule 5110(g)(8)(c). The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice.

Grant of Right. At any time after In addition to the Initial Exercise Date until three (3) demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years after commencing on the Closing Date that there is not then an effective registration statement registering for resale all of Effective Date, to include the Registrable Securities (defined hereafter), the Company, upon written demand (a “Demand Notice”) as part of the Holder(s) any other registration of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, securities filed by the Company will file (other than in connection with a registration statement with transaction contemplated by Rule 145(a) promulgated under the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its reasonable best efforts Act or pursuant to have the registration statement declared effective promptly thereafter, subject to compliance with review by the CommissionForm S-8); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities (the “Maximum Number of Shares”) which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall not be required to comply with a Demand Notice if include in any such registration: (i) If the registration is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has filed a not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration statement has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the Holder is entitled right to piggyback registration rights pursuant to Section 5.2 hereof and either: (irequest such inclusion) that can be sold without exceeding the Holder has elected to participate in the offering covered by such registration statement or Maximum Number of Shares; and (ii) if If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such registration statement relates to an underwritten primary offering persons, (A) first, the shares of securities Common Stock for the account of the Companydemanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, until to the offering covered by such registration statement extent that the Maximum Number of Shares has not been withdrawn reached under the foregoing clause (A), the shares of Common Stock or until thirty other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (30C) days after such offering is consummated. The demand for registration may be made at any time beginning on third, to the Initial Exercise Date extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and expiring on the third anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or (B), the Registrable Securities within ten as to which registration has been requested under this Section 5.2 (10pro rata in accordance with the number of shares of Registrable Securities held by each such holder); and (D) days after fourth, to the date extent that the Maximum Number of Shares has not been reached under the receipt foregoing clauses (A), (B) and (C), the shares of any such Demand NoticeCommon Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale all of the Registrable Securities (defined hereafter), the The Company, upon written demand (a “Demand Notice”) of the Holder(s) Holders of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares (“Majority Holders”)Shares, agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty sixty (3060) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of three (3) years beginning on the Initial Exercise Date and expiring on the third anniversary of the Effective Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-248490) covering the Registrable Securities remains effective.

Grant of Right. At any time after the Initial Exercise Date until three (3) years after the Closing Date that there is not then an effective registration statement registering for resale Unless all of the Registrable Securities (defined hereafter)as below) are included in an effective registration statement with a current prospectus, the Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrants and/or the underlying Warrant Shares securities (“Majority HoldersHolder(s)”), agrees to register, on one occasiononce at the Company’s expense and once at the Majority Holder’s expense , all or any portion of the Warrant Shares underlying the Warrants remaining Common Stock (collectively, the “Registrable Securities”)) as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Registrable Securities. On such occasion, the Company will file a new registration statement with or a post-effective amendment to the Commission Registration Statement covering the Registrable Securities within thirty sixty (3060) days after receipt of a the Demand Notice and use its commercially reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedpost-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time beginning on after one (1) year from the Initial Exercise Date and expiring on the third anniversary date of effectiveness of the Effective DateRegistration Statement, but no later than five (5) years from the effective date of the Registration Statement. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Registrable Securities included in the Registration Statement.