Common use of Registration Procedures and Expenses Clause in Contracts

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

Registration Procedures and Expenses. Subject to Closing, the (a) The Company shall: (a 1) within 60 days as soon as practicable after the Closing, but in no event later than two (2) weeks following the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)Closing, prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) relating to the resale of all sale of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on through the automated quotation system of the Nasdaq Capital Market, National Market or the facilities of any national securities exchange on which the Ordinary Shares are Company's Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b 2) use its reasonable commercial efforts, efforts subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to notify the Company of the Commission's willingness to declare each the Registration Statement effective within 150 60 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c 3) promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest earlier of (i) two years twenty-four (24) months after the effective date of the applicable Registration Statement, Statement or (ii) such time as all of the Registrable Securities have been sold pursuant to date on which the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Shares may be adopted following resold by the date hereofPurchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)effect; (d 4) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such reasonable number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (e 5) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f 6) bear all expenses in connection with the procedures in paragraphs (a1) through (g5) of this Section 7.1 8.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with the offering of the Shares pursuant to any Registration Statement;any. (g b) The Company covenants that it will file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information), and it will take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell the Shares without registration under the Exchange Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act; and, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Purchaser, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

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

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

Registration Procedures and Expenses. Subject The Company is obligated to Closingdo the following: (a) As soon as practicable following the Closing Date, the Company shall: (a ) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), shall prepare and file with the Commission a registration statement in order to register with the Commission the sale by Purchaser, from time to time, of the Shares (a "Registration Statement") and shall use commercially reasonable efforts to have such Registration Statement (the “Initial Registration Statement”) relating declared effective. The Company shall use commercially reasonable efforts to the resale of all of the Registrable Securities or keep such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided continuously effective under the Securities Act until the date which is three years after the date that such Registration Statement is declared effective by the Commission (provided that or such earlier date when all the Company shall use diligent efforts to register up to the maximum possible amount) Shares covered by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial such Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to Rule 144 without volume restrictions as determined by counsel to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by Company pursuant to Rule 144 (including for purposes of this Agreementa written opinion letter addressed to the Purchaser, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”);to such effect. (d b) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in In order to facilitate the public sale or other disposition of all or any of the Registrable Securities shares by the Purchaser;, the Company shall furnish to the Purchaser with respect to the Shares registered under the Registration Statement such number of copies of prospectuses and preliminary prospectuses as the Purchaser reasonably requests in conformity with the requirements of the Securities Act. (e c) The Company shall file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;. (f d) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other Other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discountsPurchaser, brokerage which fees and commissions incurred expenses shall be borne by the Purchaser, if any the Company shall bear all expenses (exclusive of underwriting discounts and commissions) in connection with the offering procedures in paragraphs (a) through (c) of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andthis Section 9.1.

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

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

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)as soon as practicable, prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) on Form S-3 relating to the resale of all sale of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on the Nasdaq Capital Market, National Market or the facilities of any national securities exchange on which the Ordinary Shares are Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to notify the Company of the Commission's willingness to declare each the Registration Statement effective within 150 75 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c c) promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest earlier of (i) two years after the effective date of the applicable Registration Statement, Statement or (ii) such time as all of the Registrable Securities have been sold pursuant to date on which the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Shares may be adopted following resold by the date hereofPurchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)effect; (d d) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; PROVIDED, HOWEVER, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (e e) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andany.

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

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

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

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

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

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

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

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

Registration Procedures and Expenses. Subject to Closing, the The Company shall:: ------------------------------------ (a a) within 60 15 business days (after the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)Closing Date, prepare and file with the Commission a Registration Statement registration statement on Form S- 3 (the “Initial "Registration Statement”") relating to the resale sale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on the Nasdaq Capital Market, National Market or the facilities of any national securities exchange on which the Ordinary Shares are Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial best efforts, subject to receipt of necessary information from the Purchaser and the Other Purchaser, to cause the staff of the Commission to declare each notify the Company of the staff's willingness to grant acceleration of the effective date of the Registration Statement effective within 150 60 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Company; (c) promptly notify the Purchaser upon the Registration Statement being declared effective by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c d) promptly provide to the Purchaser any information necessary to permit sale of Shares under Rule 144 or Rule 144A of the Securities Act. (e) prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest of (i) two years after date on which the effective date of the applicable Registration Statement, (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Purchaser's Shares may be adopted following resold in any three-month period by the date hereofPurchaser without registration and without any restrictions by reason of Rule 144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)effect; (d f) promptly furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Purchaser's Shares by the Purchaser; provided, however, that the -------- ------- obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser shall comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (e g) file documents required of the Company for normal “blue sky” sky clearance in all states specified in writing by the Purchaserrequiring blue sky clearance; provided, however, that the Company shall not be required to -------- ------- qualify to do -7- business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f h) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 10.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andany.

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

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

Registration Procedures and Expenses. Subject to Closing, the Company shallThe Company: (a) shall, not less than three Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), (i) furnish to each Investor and any counsel designated by any Investor (each, a “Investor Counsel”, and Mainfield Enterprises, Inc. has initially designated Proskauer Rose LLP) copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of each Investor and Investor Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within 60 days the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which Investors holding a majority of the Registrable Securities shall reasonably object; (b) shall, subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)Investors, prepare and file with the Securities and Exchange Commission (“SEC”) as promptly as possible, and in any event within twenty (20) days after the Closing Date (the “Filing Date”), a Registration Statement on Form S-3 (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered which shall contain (except if otherwise directed by the Commission. Notwithstanding anything Investors) the Plan of Distribution attached hereto as Exhibit G, to enable the contrary hereunder, resale of any Common Stock (including the Purchaser shall have two (2Underlying Shares) demand registrations issued or issuable pursuant to this Section 7Agreement, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (collectively, the “Registrable Securities”) by the Investors on a continuous basis pursuant to Rule 415 of the Securities Act; (b c) shall use its reasonable commercial best efforts, subject to receipt of necessary information from the PurchaserInvestors, to cause the Commission to declare each Registration Statement to become effective within 150 as soon as practicable, but in no event later than ninety (90) days after the Purchaser’s Demand (210 days if Closing Date, such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC in such 20-day period any financial statements that are required to be filed prior to the effectiveness of such Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Statement; (c d) promptly shall use its best efforts to (i) prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith Prospectus as may be necessary to keep such registration statement the Registration Statement current and effective until for a period (the earliest “Effectiveness Period”) ending on the earlier of (iA) two years after the effective date later of the applicable Registration Statementsecond anniversary of (x) the Closing Date, or (y) the last date on which shares are issued upon exercise of Additional Investment Rights, (iiB) the date on which the Investor may sell Registrable Securities pursuant to paragraph (k) of Rule 144 under the Securities Act or any successor rule (“Rule 144”) or (C) such time as all of the Registrable Securities purchased by such Investor in this Offering have been sold pursuant to a registration statement or Rule 144; (ii) notify each Investor promptly upon the Registration Statement, or and each post-effective amendment thereto, being declared effective by the SEC; (iii) respond as promptly as reasonably possible, but in any event within 10 days, to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Investors thereof set forth in the Registration Statement as so amended or in such time Prospectus as so supplemented; (e) shall bear all expenses of the Company incident to the performance of or compliance with this Agreement by the Company, including without limitation (a) all registration and filing fees and expenses, including without limitation those related to filings with the SEC, any Trading Market and in connection with applicable state securities or Blue Sky laws, (b) printing expenses (including without limitation expenses of printing certificates for Registrable Securities and of printing prospectuses requested by the Investors), (c) messenger, telephone and delivery expenses, (d) fees and disbursements of counsel for the Company, (e) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, and (f) all listing fees to be paid by the Company to the Trading Market; but excluding any fees or expenses of the Investors or their agents, or any underwriting or brokerage fees or commissions; (f) shall, with a view to making available to the Investor the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time, permit the Investor to sell Registrable Securities to the public without registration, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor’s Registrable Securities become eligible for resale by may be resold pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof144(k) under the Securities Act or any other rule of similar effect or (B) such date as all of the “Effectiveness Period”); Investor’s Registrable Securities shall have been resold; (d ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Purchaser Investor upon request, as long as the Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; (g) shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market; (h) shall notify the Investors of Registrable Securities registered under to be sold and each Investor Counsel as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in writing no later than 1 Trading Day thereof, of any of the following events: (i) the SEC notifies the Company whether there will be a “review” of any Registration Statement; (ii) the SEC comments in writing on any Registration Statement (and in which case the Company shall deliver to each underwriterInvestor a copy of such comments and of all written responses thereto); (iii) any Registration Statement or any post-effective amendment is declared effective; (iv) the SEC or any other Federal or state governmental authority requests any amendment or supplement to any Registration Statement or Prospectus or requests additional information related thereto; (v) the SEC issues any stop order suspending the effectiveness of any Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Registration Statement become ineligible for inclusion therein or any statement made in any Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Registration Statement, Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) shall use its best efforts to avoid the issuance of or, if anyissued, obtain the withdrawal of such Registrable Securities(i) such number any order suspending the effectiveness of copies any Registration Statement, or (ii) except as permitted under Section 6.2(b), any suspension of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale qualification (or other disposition exemption from qualification) of all or any of the Registrable Securities by the Purchaserfor sale in any jurisdiction, as soon as possible; (e j) file shall furnish to each Investor and Investor Counsel, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules promptly after the filing of such documents required with the SEC, and to the extent requested by such Person all documents incorporated or deemed to be incorporated therein by reference and all exhibits (including those previously furnished or incorporated by reference); (k) shall promptly deliver to each Investor and Investor Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. Subject to the provisions of this Agreement, including provisions related to any Suspension (as hereafter defined), the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Investors in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto; (l) shall (i) in the time and manner required by each Trading Market, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all reasonable steps necessary to cause such Registrable Securities to be approved for normal “blue sky” clearance listing on each Trading Market as soon as possible thereafter; (iii) provide to the Investors evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market or another Eligible Market; (m) shall, prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the selling Investors and respective Investor Counsel in states specified connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Investor requests in writing by writing, to keep each such registration or qualification (or exemption therefrom) effective during the PurchaserEffectiveness Period; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f n) bear shall cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by this Agreement, of all expenses restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Investors may request; (o) shall, upon the occurrence of any event described in Section 6.1(h)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (p) shall cooperate with any due diligence investigation undertaken by the Investors in connection with the procedures sale of Registrable Securities, including, without limitation, by making available any documents and information; provided that the Company will not deliver or make available to any Investor material, nonpublic information unless such Investor specifically requests in paragraphs (a) through (g) advance to receive material, nonpublic information in writing; and It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 7.1 6.1 that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities to be sold by Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities pursuant to any Registration StatementSecurities. The Company understands that the Investor disclaims being an underwriter, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred but acknowledges that a determination by the Purchaser, if any in connection with SEC that the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about Investor is deemed an underwriter shall not relieve the Company and timely file all reports required to be filed by the Company under the Exchange Act; andof any obligations it has hereunder.

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

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

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a i) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission SEC, as soon as practicable, but in no event later than twenty (20) days after the Closing, a Registration Statement registration statement on Form S-3 (the “Initial Registration Statement”"REGISTRATION STATEMENT") relating to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on through the automated quotation system of the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded Stock Market or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or . (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial best efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement to become effective within 150 as soon as practicable, but in no event later than ninety (90) days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c iii) promptly use its best efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement current and effective until for a period not exceeding, with respect to the earliest Purchaser's Shares purchased hereunder, the earlier of (ia) two years after the effective date second anniversary of the applicable Registration StatementClosing, (iib) the date on which the Purchaser may sell all Shares then held by the Purchaser without restriction by the volume limitations of Rule 144(e) of the Securities Act or (c) such time as all of the Registrable Securities Shares purchased by such Purchaser have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)a registration statement; (d iv) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser, provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (e v) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; , provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f vi) bear all expenses in connection with the procedures in paragraphs paragraph (ai) through (gv) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by ; and (vii) advise the Purchaser, if any in connection with the offering promptly after it shall receive notice or obtain knowledge of the Shares pursuant to issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement; (g ) file a Form D with respect to Statement or of the Shares as required under Regulation D initiation of any proceeding for that purpose; and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with prevent the requirements issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. (viii) use its reasonable commercial efforts to secure and maintain the listing of the Shares on an Eligible Market (as defined below) until such time as the Registration Statement is declared effective. (ix) With a view to making available to the Purchaser the benefits of Rule 144 (or its successor rule) and any other Rule or regulation of the SEC that may at any time permit the Purchaser to sell Shares to the public without registration, the Company covenants and agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144, including without limitation, use its commercially reasonable efforts until the earlier of (A) such date as all of the Purchaser's Shares may be resold pursuant to comply Rule 144(k) or any other Rule of similar effect or (B) such date as all of the Purchaser's Shares shall have been resold; (b) file with the requirements SEC in a timely manner all reports and other documents required of Rule 144(c) with respect to public information about the Company under the Securities Act and timely file all reports required to be filed by the Company under the Exchange Act; andand (c) furnish to the Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any Rule or regulation of the SEC that permits the selling of any such Shares without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 7.1 that the Purchaser shall furnish to the Company such information regarding itself, the Shares to be sold by Purchaser, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares.

Registration Procedures and Expenses. Subject to Closing, the The Company shall:: ------------------------------------ (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)as soon as practicable, prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) on Form S-3 relating to the resale of all sale of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on the Nasdaq Capital Market, National Market or the facilities of any national securities exchange on which the Ordinary Shares are Company's Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the staff of the Commission to notify the Company of the staff's willingness to declare each the Registration Statement effective within 150 75 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c c) promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest earlier of (i) two years after the effective date of the applicable Registration Statement, Statement or (ii) such time as all of the Registrable Securities have been sold pursuant to date on which the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Shares may be adopted following resold by the date hereofPurchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)effect; (d d) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (e e) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andany.

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

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

Registration Procedures and Expenses. Subject Except for such times as the Company may be required to Closingsuspend the use of a prospectus forming a part of the Registration Statement, as further described in Section 5(h) hereof, the Company shall: (a a) within 60 as soon as practicable, but in no event later than five days (after the “Filing Deadline”) after Purchaser’s demand to register date that the Shares (the “Purchaser’s Demand”), Agreements are executed prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) on Form S-3 relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on the Nasdaq Capital Market, American Stock Exchange or the facilities of any national securities exchange on which the Ordinary Shares are Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the Commission to notify the Company of the Commission’s willingness to declare each the Registration Statement effective within 150 60 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c c) promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest earlier of (i) two years after the effective date of the applicable Registration Statement, Statement or (ii) such time as all of the Registrable Securities have been sold pursuant to date on which the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Shares may be adopted following resold by the date hereofPurchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect effect; or (the “Effectiveness Period”)iii) such time as all shares purchased by such Purchaser under this Agreement have been sold; (d d) so long as the Registration Statement is effective covering the resale of Shares owned by the Purchaser, furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or Blue Sky laws as may be applicable in connection with any use of such prospectuses; (e e) file documents required of the Company for normal “blue sky” Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with any. The Company understands that the offering Purchaser disclaims being an underwriter. A draft of the Shares pursuant proposed form of the Registration Statement is included in the Private Placement Memorandum and a questionnaire related thereto to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to be completed by the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andis attached hereto as Appendix I.

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

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

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

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

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

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

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

Registration Procedures and Expenses. Subject (a) Except for such times as the Company may be required to Closingsuspend the use of a prospectus forming a part of the Registration Statement, the Company shallwill: (a i) within 60 as soon as reasonably practicable, but in no event later than thirty (30) days following the first date the Company becomes current in its reporting requirements under the Exchange Act (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”"Compliance Date"), prepare and the Company will file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted registration statement on Form S-1, for an offering to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts made on a delayed or continuous basis pursuant to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for registering the resale on a single registration statementof the Registrable Securities by the Holders thereof. To further clarify the intent of the parties, the "first date the Company agrees (and Purchaser acknowledges) to promptly (i) inform becomes current in its reporting requirements under the Purchaser and use its reasonable commercial efforts to file amendments to Exchange Act" shall mean the Initial Registration Statement as required by first date on which the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and Company has filed with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations SEC all delinquent periodic reports pursuant to this Section 7; Sections 13 and 15(d) of the Exchange Act (b regardless of any deficiency thereof or comments that may be received with respect thereto). The Company covenants and agrees to notify each Holder in writing of the Compliance Date within five (5) business days thereof. The Company shall use its commercially reasonable commercial efforts, subject to receipt of necessary information from the PurchaserHolders of the Registrable Securities, to cause the Commission SEC to declare each such Registration Statement effective within 150 (1) ninety (90) days after the Purchaser’s Demand (210 days filing of such Registration Statement if there is no review of the Registration Statement is reviewed by the Commission), but in any event not later than 240 SEC or (2) one hundred twenty (120) days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission filing of such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earliest of (i) two years after the effective date if there is a review of the applicable Registration Statement, Statement by the SEC. The Company will file a post-effective amendment to such Registration Statement on Form S-1 to convert such Registration Statement to Form S-3 (ii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”); (d ) furnish form to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser; (e ) file documents required of the Company for normal “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f ) bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andS- 16.

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

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

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

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

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserInvestors, to cause prepare and effectuate with the Commission to declare each Registration Statement effective SEC, within 150 ninety (90) days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed Closing Date, a registration statement on Form S-3 or other Form, as determined by the CommissionIssuer in accordance with SEC regulations (the "Registration Statement"), but to enable the resale of the Shares by the Investors from time to time. If the Company does not deliver on this term, a penalty of $500 per day payable in any event not later than 240 days after cash or stock, at the Conversion Price, at the discretion of the Issuer, will be due and payable to the Purchaser’s Demand (the “Effective Deadline”);. (c b) promptly use its reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement current and effective until for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementClosing Date, (ii) such time as the date on which the Investor may sell all Shares then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Registrable Securities have been sold pursuant to the Registration StatementAct, or (iii) such time as all of the Registrable Securities become eligible for resale Shares purchased by such Investor in this Offering have been sold pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”);a registration statement. (d c) furnish to the Purchaser Investor with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the PurchaserInvestor, provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; (e d) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f e) bear all expenses in connection with the procedures in paragraphs paragraph (a) through (gd) of this Section 7.1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any the Registration Statement;; and (g f) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Investors, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued. The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andSEC.

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

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

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

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

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

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

Registration Procedures and Expenses. Subject The Company hereby covenants and agrees to Closing, do the Company shallfollowing: (a) The Company shall prepare and file the Registration Statement with the Commission as promptly as practicable, but in any event within ten business days, after the Closing Date. The Registration Statement shall be a ) within 60 days “shelf” registration statement on Form S-3 if the Company is then eligible to use such form or, if not then eligible, another form of registration statement then available to the Company appropriate for the intended method or methods of disposition of the Common Stock purchased hereunder and the Warrant Shares (collectively, the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s DemandRegistrable Securities”), prepare and file including without limitation a registration statement on Form S-1. The Registration Statement shall register with the Commission a Registration Statement (the “Initial Registration Statement”) relating to the resale of all by the Purchasers, from time to time, of the Registrable Securities through AMEX (or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital Market, or the facilities of any national other securities exchange or quotation system on which the Ordinary Shares are Common Stock is then traded listed or quoted) or in privately-negotiated transactions, and shall not include any other securities of the Company or any other holder without the prior written consent of MDS and the holders of a majority of the Common Stock and Warrant Shares held by the Purchasers, except pursuant to piggyback registration rights granted by the Company to (i) Biovail pursuant to the Registration Rights Agreement dated as of July 9, 2002 by and between the Company and Biovail, and (ii) Elan International Services, Ltd. (“EIS”) pursuant to the Registration Rights Agreement dated as of January 21, 2000 by and between the Company and EIS. The Initial Company shall use its reasonable best efforts to cause such Registration Statement shall to be on Form F-3 (unless declared effective within five business days after receipt of notification that the Company is Registration Statement will not then eligible be subject to register for resale SEC review, and within 60 days after the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, Closing Date in the event of an SEC review. (b) In connection with the Commission informs Company’s registration obligations under this Section 8, in addition to filing the Registration Statement as provided in Section 8.1(a), the Company that shall as promptly as practicable: (i) Prepare and file with the SEC such amendments, (including without limitation such amendments as may be necessary to register all Warrant Shares issuable upon exercise of Additional Warrants and, if including all such Warrant Shares in one amendment would cause the Registrable Securities cannot, as a result of the application amended Registration Statement to not be immediately effective upon filing by virtue of Rule 415 462 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to shall file successive amendments to accomplish such registration such that all amendments include the Initial Registration Statement as required by maximum number of additional Warrant Shares possible and are immediately effective upon filing) and supplements to the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b ) use its reasonable commercial efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission to declare each Registration Statement effective within 150 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”); (c ) promptly prepare and file with the Commission such amendments and supplements to any Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith included therein as may be necessary to keep the Registration Statement and such registration prospectus effective and to ensure that the statements made therein are not misleading in any material respect (or void of any statement effective necessary to make the statements made therein not misleading in light of the circumstances in which the statements therein were made) until the earliest of (iA) two years after the effective date of the applicable Registration Statement, on which all Registrable Securities have been sold thereunder; (iiB) such time as all of the Registrable Securities held by each Purchaser can be sold within a given three-month period pursuant to Rule 144 under the Securities Act; or (C) the date on which all Registrable Securities are freely tradable without restriction under the Securities Act. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may request that the Purchasers refrain from selling Registrable Securities under the Registration Statement for up to 30 days, as appropriate (a “Suspension Period”), by giving reasonable prior written notice to the Purchasers, if the Company’s Board of Directors shall have been sold determined in good faith that information contained in the Registration Statement contains material misstatements or omissions and correcting the same would require the Company to disclose any material corporate development not otherwise required to be then disclosed under applicable law and that disclosure of such information at the time would not be in the best interests of the Company; provided, however, that this right shall in no way minimize, mitigate or limit the Company’s obligations under subsection 8.1(b)(iv) below to promptly prepare, file and deliver to the Purchasers a prospectus supplement or amendment by no later than the 30th day after the commencement of the Suspension Period or such shorter period as is reasonably practicable and appropriate. Notwithstanding the foregoing, the Company may not give notice of a Suspension Period more than twice during any twelve (12) month period, and in each event the Company must use its reasonable best efforts to resolve the underlying cause or reason for the Suspension Period as promptly as practicable such that the Suspension Period is as short as practicable. Each Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, such Purchaser will not sell any Registrable Securities pursuant to the Registration Statement, or Statement until the earlier of (iiii) 30 days thereafter and (ii) the date that (A) such time all Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (B) such Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (C) such Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. (ii) Furnish to each Purchaser a draft of the selling shareholder table and plan of distribution from the Registration Statement prior to its filing with the Commission. Each Purchaser shall furnish to the Company such information regarding each such Purchaser’s beneficial ownership of the Company’s Common Stock, as well as each Purchaser’s proposed method of distribution of the Registrable Securities become eligible for resale within three business days of receipt of such draft of the selling shareholder table and plan of distribution from the Registration Statement. (iii) Permit special counsel to MDS and special counsel to Biovail to review any comments made by pursuant the staff of the Commission and the Company’s responses thereto, within a reasonable period of time prior to Rule 144 the filing thereof with the Commission (including for purposes or, in the case of this Agreementcomments made by the staff of the Commission, any successor rule that may be adopted within a reasonable period of time following the date hereof) under receipt thereof by the Securities Act or any other rule of similar effect (the “Effectiveness Period”Company);. (d iv) furnish Notify each Purchaser, promptly after receiving notice thereof, when the Registration Statement is declared effective by the Commission. (v) Furnish to the each Purchaser with respect to the who is selling Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) such the reasonable number of copies of prospectuses the Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto but excluding all documents incorporated by reference therein, unless specifically requested by such other documents Purchaser), and the prospectus included in such Registration Statement (including each preliminary prospectus and prospectus supplement) as the such Purchaser reasonably may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser;. (e vi) file File any documents required of the Company for normal “blue sky” sky clearance in states specified in writing by a Purchaser and take any and all such actions as may be reasonably necessary or advisable to enable such Purchaser to consummate the Purchaserplanned disposition of Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;. (f vii) bear Notify each Purchaser, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act within the period that the Company is required to keep the Registration Statement effective, of any event as a result of which the prospectus included in the Registration Statement (as then in effect) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As promptly as practicable following any such occurrence, the Company shall prepare and furnish to each Purchaser a reasonable number of copies of a prospectus supplement or an amendment to such prospectus as may be necessary so that, as thereafter delivered to subsequent purchasers of the Registrable Securities, such prospectus (as so amended or supplemented) shall meet the requirements of the Securities Act and relevant state securities laws. Each Purchaser shall furnish to the Company such information regarding each such Purchaser and its proposed method of distribution of the Registrable Securities as the Company from time to time reasonably may request and as shall be required by law to effect and maintain the registration of such Purchaser’s Registrable Securities under the Securities Act and any state securities laws. (viii) Advise each Purchaser, promptly after receiving notice thereof, of any stop order or injunctive action issued or threatened by the SEC and use its reasonable best efforts to take all expenses actions required to prevent the entry of such stop order or injunction, or to remove or release it if entered. (ix) Use its reasonable best efforts to cause all Registrable Securities included in connection the Registration Statement to be listed on each securities exchange or quotations system on which the Common Stock is then listed or proposed to be listed on or before the date of the first sale of Registrable Securities pursuant to the Registration Statement. (x) Otherwise use its reasonable best efforts to comply with the procedures provisions of the Securities Act with respect to the disposition of all of the Registrable Securities in paragraphs (a) through (gaccordance with the intended methods of disposition by the Purchasers thereof set forth in the Registration Statement and to make generally available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of this Section 7.1 the Securities Act and Rule 158 thereunder. (c) If the Company is notified by the Commission or any other Governmental Authority of competent jurisdiction and authority (as determined in good faith after consultation between counsel to the Company and the Purchasers) that sales of Registrable Securities under the Registration Statement must be suspended, delayed or halted because of a defect in the Registration Statement or the prospectus included therein, each Purchaser agrees that, upon receipt of any notice from the Company thereof, such Purchaser will not sell any Registrable Securities pursuant to the Registration Statement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) such Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) such Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed incorporated by reference in such prospectus. (d) All fees and expenses associated with the registration of the Registrable Securities pursuant to the Registration Statement (including, without limitation, the costs of preparing, filing, amending and supplementing the Registration Statement and the related prospectus, causing and maintaining the effectiveness of the Registration Statement and the related prospectus and any Registration Statementqualification of the Registrable Securities, other than printers’ fees, accounting fees, fees and expenses, if any, disbursements of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing;Company and other customary and reasonably related expenses) shall be borne by the Company (exclusive of any brokerage fees, underwriting discounts and commissions). In addition, the Company also shall pay the reasonable fees and expense of one special counsel to the MDS Parties. (h e) file Form Ds With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act (“Rule 144”) and any other required documents with each applicable state rule or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide regulation of the SEC that may at any time permit a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Actpublic without registration or pursuant to registration, for a period of two years from the Closing DateCompany hereby covenants and agrees to: (i) make and keep public information regarding the Company available, use its commercially reasonable efforts to comply with the requirements of as those terms are understood and defined in Rule 144, including at all times until the earlier of (A) the second anniversary of the Closing Date or (B) such date as all Registrable Securities (including, without limitation, use its commercially reasonable efforts to comply all Warrant Shares) shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and SEC in a timely file manner all reports and other documents required to be filed by of the Company under the Exchange Act, or, if the Company is not then subject to Section 13(a) or 15(d) of the Exchange Act, which it would have been required to file were it so subject; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Registrable Securities, (A) a written certification by the Company that it timely has complied with all of the reporting requirements of the Exchange Act applicable to the Company and upon which Rule 144 is conditioned, (B) a copy of the most recent annual and quarterly report of the Company, and (C) such other information and such other reports or documents as reasonably may be requested in order to avail any Purchaser of any rule or regulation of the SEC that permits the sale, transfer or other disposition of any Registrable Securities without registration under the Securities Act. (f) If the Registration Statement: (i) is not subject to SEC review and the Registration Statement is not declared effective by the SEC within 90 days after the Closing Date (subject to extension as provided in the last sentence of this subparagraph) for any reason whatsoever; or (ii) is subject to SEC review and the Company fails for any reason to respond to each SEC comment letter relating to the Registration Statement within 10 business days after receipt of each such comment letter and the Registration Statement is not declared effective within 90 days after the Closing Date (subject to extension as provided in the last sentence of this subparagraph) for any reason whatsoever; or (iii) is not declared effective by the SEC within 120 days after the Closing Date (subject to extension as provided in the last sentence of this subparagraph) for any reason whatsoever, then each Purchaser shall receive a warrant substantially in the form attached hereto as Exhibit B (each, an “Additional Warrant”) to purchase a number of shares of Common Stock (the shares of Common Stock issuable on exercise of the Additional Warrants being the “Additional Warrant Shares,” which shall be deemed part of the Warrant Shares upon issuance) equal to 5% of the number of shares of Common Stock set forth opposite such Purchaser’s name on the Schedule of Purchasers attached as Exhibit A hereto, rounded up to the nearest whole number of shares (as appropriately adjusted for any stock splits, combinations, recapitalizations or other events affecting the Common Stock after the Closing Date). Until the Registration Statement is declared effective by the SEC, each Purchaser shall receive such an Additional Warrant exercisable for such number of shares (as adjusted, if applicable) (A) on the 121st day after the Closing Date and (B) at the end of each 30 day period thereafter (each such date, an “Additional Warrant Date”). If the Registration Statement is declared effective at any time after the 121st day following the Closing Date but before the next Additional Warrant Date, each Purchaser shall receive an Additional Warrant exercisable for the number of shares of Common Stock that would have been issued on that next Additional Warrant Date, multiplied by a fraction, the numerator of which is the number of days since the last Additional Warrant Date and the denominator of which is 30. Each Additional Warrant issued pursuant to this Section 8.1(f) shall be dated the date of issuance, shall be exercisable from and after the third month after issuance and shall have an exercise price per share equal to the then effective exercise price per share under the Warrants outstanding on the date the Additional Warrant is

Registration Procedures and Expenses. Subject In the event the sale and issuance of the Second Closing Shares will be effected pursuant to Closinga Private Placement, or in the event Purchaser is unable to otherwise resell the Shares pursuant to Rule 144 without restrictions (including, without limitation, volume and manner of sale limitations and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), the Company shalland the Purchaser shall agree to the following: (a a) within 60 days (Upon request from Purchaser, the “Filing Deadline”) after Purchaser’s demand Company shall use its best efforts to register the Shares (the “Purchaser’s Demand”), promptly prepare and file with the Commission SEC a Resale Registration Statement (the “Initial Registration Statement”) on Form S-1 or S-3, as appropriate, relating to the resale by the Purchaser of all of the Registrable Securities or such maximum any portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser from time to time on the Nasdaq Capital MarketSecond Closing Shares, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannotPurchaser is unable to otherwise resell such Shares pursuant to Rule 144 without restrictions, as on a result of the application of continuous basis pursuant to Rule 415 promulgated under the Securities Act, be registered for resale within fifteen (15) Business Days after such request if on a single registration statementForm S-3 and within twenty (20) Business Days after such request if on Form S-1. Notwithstanding anything contained herein to the contrary, the Company agrees (and Purchaser acknowledges) shall not be obligated to promptly (i) inform effect a registration pursuant to this Section 4.9(a) within ninety (90) days after the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or effective date of a previous registration; (ii) withdraw to effect a registration pursuant to this Section 4.9(a) unless the Initial Registration Statement and file request is for a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted Second Closing Shares with a market value that is equal to be registered by at least $5,000,000 as of the Commission. Notwithstanding anything date of such request; (iii) to the contrary hereunder, the Purchaser shall have effect more than (A) two (2) demand registrations on a Resale Registration Statement with respect to the Second Closing Shares or (B) one (1) registration on a Resale Registration Statement with respect to each of the Initial Closing Shares and the Second Closing Shares if the Purchase is unable to otherwise resell such Shares pursuant to Rule 144 without restrictions (provided, that if the Purchaser demands registration under clause (B) only after the Second Closing, the Company shall not be obligated to effect more than one (1) such registration) or (iv) file or effect a Resale Registration Statement if all Shares subject to the registration demand may be sold under Rule 144 without restrictions; provided that, a registration shall not count as a registration requested under this Section 7;4.9(a) unless and until the Resale Registration Statement has become effective. The Company shall not include any other securities other than the Second Closing Shares in a Resale Registration Statement without the prior written consent of the Purchaser. (b b) The Company shall use its reasonable commercial best efforts, subject to receipt of necessary information from the Purchaser, to cause the Commission SEC to declare each a Resale Registration Statement covering Second Closing Shares or Shares, as applicable, effective within 150 days as soon as practicable after the Purchaser’s Demand (210 days if date of the Registration Statement is reviewed by the Commission), but filing thereof and in any event not no later than 240 ninety (90) days after such filing if the Purchaser’s Demand Resale Registration Statement has been filed on Form S-3, and no later than one hundred twenty (the “Effective Deadline”);120) days after such filing if such Resale Registration Statement has been filed on Form S-1. (c c) The Company shall promptly prepare and file with the Commission SEC such amendments and supplements to any a Resale Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to comply with the applicable requirements of the Securities Act and to keep such registration statement Resale Registration Statement effective until the earliest of (i) two years after the third (3rd) anniversary of the effective date of the applicable such Resale Registration Statement, (ii) such time as all of the Registrable Securities Shares purchased by the Purchaser pursuant to the terms of this Agreement and registered for resale under such Resale Registration Statement have been sold pursuant to the such Resale Registration Statement, or (iii) such time all of as the Registrable Securities become Purchaser is eligible for resale by to resell the Second Closing Shares without restrictions pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule of similar effect effect; provided that the time period referenced in (i) and (ii) above shall be extended for any Suspension Period. (d) Notwithstanding the foregoing obligations, the Company may, upon written notice to the Purchaser, for a reasonable period of time, not to exceed forty-five (45) days in the case of clauses (i) and (ii) below, or thirty (30) days in the case of clause (iii) below (each, a “Effectiveness Suspension Period”);, delay the filing of a Resale Registration Statement or a request for acceleration of the effective date, or suspend the effectiveness of any Resale Registration Statement, in the event that (i) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company’s board of directors determines in its reasonable good faith judgement that the public disclosure requirements imposed on the Company under the Securities Act in connection with the Resale Registration Statement would require at that time disclosure of such activity, transaction, preparations or negotiations and such disclosure could result in material harm to the Company or its business transactions or activities, (ii) the Company does not yet have appropriate financial statements of any acquired or to be acquired entities necessary for filing, or (iii) any other event occurs that makes any statement of a material fact made in such Resale Registration Statement, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in the Resale Registration Statement in order to make the statements therein not misleading; provided that in the case of a Suspension Period pursuant to clause (i) above, the Suspension Period shall terminate upon the earlier of such 45-day period or the completion, resolution or public announcement of the relevant transaction or event; provided, further, that, in the case of a Suspension Period pursuant to clause (i) or (ii) above, the Purchaser shall be entitled to withdraw its request for registration with respect to the Shares in question and, if such request is withdrawn, such demand for registration shall not count as one of the permitted registrations under Section 4.9(a). If the Company suspends the effectiveness of a Resale Registration Statement pursuant to this Section 4.9(d), the Company shall, as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Resale Registration Statement and give written notice to the Purchaser authorizing the Purchaser to resume offerings and sales pursuant to such Resale Registration Statement. If as a result thereof the prospectus included in such Resale Registration Statement has been amended or supplemented to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this Section 4.9(d). The Company shall be entitled to exercise its rights under this Section 4.9(d) not more than once in any six (6) month period; provided that the aggregate number of days of all Suspension Periods hereunder shall not exceed sixty (60) days in any twelve (12) month period. After the expiration of any Suspension Period and without further request from the Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the Resale Registration Statement, or the filing of other documents, as necessary to allow the Purchaser to resell the Second Closing Shares or the Shares, as applicable, as set forth herein. (d e) The Company shall furnish to the Purchaser with respect to the Registrable Securities Second Closing Shares or Shares, as applicable, registered under any Resale Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesSecond Closing Shares or Shares, as applicable) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Second Closing Shares or Shares, as applicable, by the Purchaser;. (e f) file documents required of If necessary, the Company for normal shall use commercially reasonable efforts to register or qualify such Second Closing Shares or Shares, as applicable, under such other state securities or “blue sky” clearance laws of such jurisdictions as the Purchaser reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Purchaser to consummate the disposition of the Second Closing Shares or Shares, as applicable, in states specified in writing by the Purchasersuch jurisdictions; provided, however, provided that the Company shall not be required to qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction in which where it is would not now otherwise be required to do so qualified or has not so consented;but for this Section 4.9(g). (f g) The Company shall notify the Purchaser and each distributor of Second Closing Shares or Shares, as applicable, identified by the Purchaser, at any time when a prospectus relating thereto would be required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the prospectus included in such Resale Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of the Purchaser, the Company shall use commercially reasonable efforts to prepare, as soon as practical, a supplement or amendment to such prospectus so that, as thereafter delivered to any prospective purchasers of Second Closing Shares, or Shares, as applicable, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) The Company shall bear all expenses in connection with the procedures in paragraphs (a) through (g) of this Section 7.1 4.9 and the registration of the Registrable Securities Second Closing Shares or Shares, as applicable, pursuant to any a Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Second Closing Shares or Shares, as applicable pursuant to any a Resale Registration Statement;. (g i) file The Company shall provide the Purchaser an opportunity to review, provide comment on and correct any factual errors in, all disclosures regarding the Purchaser and any plan of distribution proposed by the Purchaser in connection with the preparation of any Resale Registration Statement, a Form D preliminary or final prospectus included therein or related thereto or amendments and supplements thereto. (j) If the Purchaser transfers any Shares to an Affiliate, such Affiliate shall have the rights of the Purchaser under this Section 4.9 with respect to such Shares. (k) It shall be a condition precedent to the obligations of the Company to file or effect any Resale Registration Statement pursuant to this Agreement that Purchaser (or the holder of the Shares as required under Regulation D and to provide a copy thereof to counsel to at the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to time the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required Resale Registration Statement is to be filed by or declared effective) shall furnish to the Company under such information regarding itself, the Exchange Act; andShares held by it and the intended method of disposition of the Shares held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Resale Registration Statement and shall execute such documents in connection with such registration as the Company may reasonably request.

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

Registration Procedures and Expenses. Subject to Closing, the The Company shall: (a a) within 60 days (subject to receipt of necessary information from the “Filing Deadline”) after Purchaser’s demand Investors, use its commercially reasonable efforts to register the Shares (the “Purchaser’s Demand”), prepare and file with the Commission cause a Registration Statement on Form S-3, or on such other form as is available to the Company (the “Initial Registration Statement”), to be filed with the Securities and Exchange Commission (“SEC”), within thirty (30) relating calendar days following the Closing Date (the “Required Filing Date”), to enable the resale of all of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) by the Purchaser Investors from time to time on the Nasdaq Capital Market, or the facilities of any national securities exchange on which the Ordinary Shares are then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form)time. Notwithstanding the registration obligations set forth in the first sentence of this Section 7.11(a), in the event the Commission SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act415, be registered for resale as a secondary offering on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform each of the Purchaser and holders thereof, (ii) use its reasonable commercial best efforts to file amendments to the Initial Registration Statement as required by the Commission SEC and/or (iiiii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and together with the Initial Registration Statement and Statement, the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything SEC on Form S-3 or such other form available to register for resale the contrary hereunderSecurities as a secondary offering, with the number of shares included on such amendment or the New Registration Statement cut back proportionally for each Investor; provided, however, that prior to filing such amendment or New Registration Statement, the Purchaser Company shall have two be obligated to use its best efforts to advocate with the SEC for the registration of all of the Securities in accordance with SEC policies. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (2ii) demand registrations pursuant or (iii) above, the Company will use its commercially reasonable efforts to this Section 7file with the SEC, as promptly as allowed by the SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserInvestors, use its commercially reasonable efforts to cause the Commission to declare each Registration Statement to become effective within 150 no later than the date that is 90 calendar days after the Purchaser’s Demand Closing Date, (210 or, in the event of a “full review” of the Registration Statement by the SEC, one hundred fifty (150) calendar days if after the Closing Date) (the “Required Effective Date”). If the Registration Statement (i) has not been filed by the Required Filing Date or (ii) has not been declared effective by the SEC on or before the Required Effective Date, the Company shall, on the Business Day immediately following the Required Filing Date or the Required Effective Date, as the case may be, and each 30th day thereafter, make a payment to the Investor as partial compensation for such delay (the “Late Registration Payments”) equal to two percent (2.0%) of the purchase price paid for the Shares purchased by the Investor and not previously sold by the Investor until the Registration Statement is reviewed filed or declared effective by the CommissionSEC, as the case may be; provided, however, that in no event shall the payments made pursuant to this paragraph (b), but if any, exceed in any event not later than 240 days the aggregate fifteen percent (15.0%) of such purchase price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five Business Days after the Purchaser’s Demand earlier of (i) the “end of each thirty day period following the Required Effective Deadline”)Date or (ii) the effective date of the Registration Statement; (c c) promptly subject to a Suspension (as defined in Section 2(c)) being in effect, use its commercially reasonable efforts to prepare and file with the Commission SEC such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the related prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep such registration statement the Registration Statement current and effective until for a period ending on the earliest earlier of (i) two years after the effective date second anniversary of the applicable Registration StatementClosing Date, (ii) such time as all of the Registrable date on which the Investor may sell Securities have been sold pursuant to paragraph (k) of Rule 144 under the Registration Statement, Securities Act or any successor rule (“Rule 144”) or (iii) such time as all of the Registrable Securities become eligible for resale purchased by such Investor in this Offering have been sold (A) pursuant to Rule 144 a registration statement, (including for purposes B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of this Agreement, any successor rule that may be adopted following the date hereof) under the Securities Act or any other rule under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of similar effect (such sale, and to notify each Investor promptly upon the “Effectiveness Period”)Registration Statement and each post-effective amendment thereto, being declared effective by the SEC; (d d) furnish to the Purchaser with respect to the Registrable Securities registered under any Registration Statement (and to each underwriter, if any, of such Registrable Securities) Investor such number of copies of prospectuses the Registration Statement and such other documents the Prospectus (including supplemental prospectuses) (collectively, the “Prospectuses”) as the Purchaser Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the PurchaserInvestor; (e e) file documents required of the Company for normal “customary blue sky” sky clearance in states specified in writing by the PurchaserInvestor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (f f) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the procedures in paragraphs paragraph (a) through (ge) of this Section 7.1 1 and the registration of the Registrable Securities pursuant to any Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g g) file a Form D with respect to advise the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser Investors, promptly after filing; (h ) file Form Ds it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser it will promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (h) with a view to making available to the requirements Investor the benefits of Rule 144144 and any other rule or regulation of the SEC that may at any time permit the Investor to sell Securities to the public without registration, including without limitation, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor’s Securities may be resold pursuant to comply Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investor’s Securities shall have been resold; (ii) file with the requirements of Rule 144(c) with respect to public information about the Company and SEC in a timely file manner all reports and other documents required to be filed by of the Company under the Securities Act and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); andand (iii) furnish to the Investor upon request, as long as the Investor owns any Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Securities without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Investor shall furnish to the Company such information regarding itself, the Securities to be sold by the Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Securities. The Company understands that the Investor disclaims being an underwriter, but acknowledges that a determination by the SEC that the Investor is deemed an underwriter shall not relieve the Company of any obligations it has hereunder.

Registration Procedures and Expenses. Subject to Closing, the The Company shall:: --------------------------------------- (a a) within 60 days (the “Filing Deadline”) after Purchaser’s demand to register the Shares (the “Purchaser’s Demand”)as soon as practicable, prepare and file with the Commission a the Registration Statement (the “Initial Registration Statement”) on Form S-3 relating to the resale of all sale of the Registrable Securities or such maximum portion of the Registrable Securities permitted to be included in the Initial Registration Statement by guidance provided by the Commission (provided that the Company shall use diligent efforts to register up to the maximum possible amount) Shares by the Purchaser from time to time on the Nasdaq Capital Market, National Market or the facilities of any national securities exchange on which the Ordinary Shares are Company's Common Stock is then traded or in privately-negotiated transactions. The Initial Registration Statement shall be on Form F-3 (unless the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form). Notwithstanding the registration obligations set forth in this Section 7.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act, be registered for resale on a single registration statement, the Company agrees (and Purchaser acknowledges) to promptly (i) inform the Purchaser and use its reasonable commercial efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”, and with the Initial Registration Statement and the registration statement referred to in clause (c) below, a “Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission. Notwithstanding anything to the contrary hereunder, the Purchaser shall have two (2) demand registrations pursuant to this Section 7; (b b) use its reasonable commercial efforts, subject to receipt of necessary information from the PurchaserPurchasers, to cause the staff of the Commission to notify the Company of the staff's willingness to declare each the Registration Statement effective within 150 75 days after the Purchaser’s Demand (210 days if the Registration Statement is reviewed filed by the Commission), but in any event not later than 240 days after the Purchaser’s Demand (the “Effective Deadline”)Company; (c c) promptly prepare and file with the Commission such amendments and supplements to any the Registration Statement filed pursuant to this Section 7.1 and the prospectus used in connection therewith as may be necessary to keep such registration statement the Registration Statement effective until the earliest earlier of (i) two years after the effective date of the applicable Registration Statement, Statement or (ii) such time as all of the Registrable Securities have been sold pursuant to date on which the Registration Statement, or (iii) such time all of the Registrable Securities become eligible for resale by pursuant to Rule 144 (including for purposes of this Agreement, any successor rule that Shares may be adopted following resold by the date hereofPurchasers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect (the “Effectiveness Period”)effect; (d d) furnish to the Purchaser with respect to the Registrable Securities Shares registered under any the Registration Statement (and to each underwriter, if any, of such Registrable SecuritiesShares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities Shares by the Purchaser; provided, however, that the obligation of the Company to deliver copies of prospectuses to the Purchaser shall be subject to the receipt by the Company of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses; (e e) file documents required of the Company for normal “blue sky” sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;; and (f f) bear all expenses in connection with the procedures in paragraphs (a) through (ge) of this Section 7.1 and the registration of the Registrable Securities Shares pursuant to any the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the PurchaserPurchaser or the Other Purchasers, if any in connection with the offering of the Shares pursuant to any Registration Statement; (g ) file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to counsel to the Purchaser promptly after filing; (h ) file Form Ds and any other required documents with each applicable state or jurisdiction under applicable state securities or “blue sky” laws and regulations and to provide a copy thereof to counsel to the Purchaser promptly after filing; (i ) in order to enable the Purchaser to sell the Registrable Securities under Rule 144 to the Securities Act, for a period of two years from the Closing Date, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c) with respect to public information about the Company and timely file all reports required to be filed by the Company under the Exchange Act; andany.

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

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