Exhibit 10.11


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 26, 2014, is by and among PV Nano Cell Ltd.,
a company formed in the State of Israel with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the
“Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).


 


RECITALS


 


A.         In connection
with the Securities Purchase Agreement by and among the parties hereto, dated as of November 26, 2014 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Buyer (i) the Ordinary Shares (as defined in the Securities Purchase Agreement) and (ii) the
Warrants (as defined in the Securities Purchase Agreement), which Warrants will be exercisable to purchase Warrant Shares (as defined
in the Securities Purchase Agreement) in accordance with the terms of the Warrants.


 


B.         To induce the
Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:


 


1.            Definitions.


 


Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


(a)          “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York or Tel
Aviv, Israel are authorized or required by law to remain closed.


 


(b)          “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(c)          “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 



    	 



    	 	 	 



    

 


(d)          “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) one hundred and fiftieth (150th) calendar day after the Final Closing Date with respect to the
initial Registration Statement and (B) fifth (5th) Business Day after the date the Company is notified (orally or in
writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further
review and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant
to this Agreement, the earlier of the (A) ninetieth (90th) calendar day following the date on which the Company was
required to file such additional Registration Statement and (B) fifth (5th) Business Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will
not be subject to further review.


 


(e)          “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the sixtieth (60th) calendar day following the Final Closing Date and (ii) with respect to any additional Registration
Statements that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required
to file such additional Registration Statement pursuant to the terms of this Agreement.


 


(f)          “Final
Closing Date” means the Closing Date of the Offering after which the Company ceases to offer for sale the Units.


 


(g)          “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(h)          “Investor”
means a Buyer or any transferee or assignee of any Registrable Securities or Warrants, as applicable, to whom a Buyer assigns its
rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9
and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities or Warrants, as applicable,
assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.


 


(i)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.


 


(i)          “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness
of such Registration Statement(s) by the SEC.


 


(j)          “Registrable
Securities” means (i) the Ordinary Shares, (ii) the Warrant Shares, and (iii) any share capital of the Company issued
or issuable with respect to the Ordinary Shares, the Warrant Shares or the Warrants, including, without limitation, (1) as a result
of any share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) share capital of the Company
into which the Ordinary Shares are converted or exchanged and share capital of a Successor Entity (as defined in the Warrants)
into which the Ordinary Shares are converted or exchanged, in each case, without regard to any limitations on exercise of the Warrants.


 


(k)          “Registration
Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
Registrable Securities.


 



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(l)          “Required
Holders” means the holders of at least a majority of the Registrable Securities (excluding any Registrable Securities
held by the Company or any of its Subsidiaries).


 


(m)          “Required
Registration Amount” means the sum of (i) the number of Ordinary Shares issued pursuant to the Securities Purchase Agreement
and (ii) 100% of the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, in each case, as of the Trading
Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations
on the exercise of the Warrants set forth therein), all subject to adjustment as provided in Section 2(d).


 


(n)          “Rule
144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC.


 


(o)          “Rule
415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC.


 


(p)          “SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


2.            Registration.


 


(a)               
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline,
file with the SEC an initial Registration Statement on Form F-1 (or another available form) covering the resale of all of the Registrable
Securities, provided that such initial Registration Statement shall register for resale at least the number of Ordinary Shares
equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC. Such initial
Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall
contain (unless otherwise directed by the Required Holders at least three (3) Business Days prior to the proposed filing date thereof)
the “Selling Shareholders” and “Plan of Distribution” sections each in substantially the
form set forth in Exhibit B attached hereto (subject to such revisions which, in the reasonable opinion of the Company or its
counsel, are required to reflect the inclusion of any other securities permitted to be included in such Registration Statement
or in response to SEC comments or guidance). The Company shall use its commercially reasonable efforts to have such initial
Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared
effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration
Statement.


 


(b)              
Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel
to review, in accordance with Section 3(c), any Registration Statement proposed to be filed by the Company pursuant
to this Section 2 (“Legal Counsel”).


 


(c)               
Registration on Form F-3. The Company shall undertake to register the resale of the Registrable Securities on Form F-3
as soon as practicable after such form becomes available, provided that the Company shall maintain the effectiveness of all Registration
Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all the Registrable Securities
has been declared effective by the SEC and the prospectus contained therein is available for use.


 



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(d)              
Sufficient Number of Shares Registered. In the event the number of shares available under any Registration Statement is
insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s
allocated portion of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration
Statement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing
of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than (i) if an
amendment, fifteen (15) days after the necessity therefor arises and (ii) if a new Registration Statement, sixty (60) days after
the necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff will permit
such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC).
The Company shall use its commercially reasonable efforts to cause such amendment to such Registration Statement and/or such new
Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the SEC,
but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing
provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the
Registrable Securities” if at any time the number of Ordinary Shares available for resale under the applicable Registration
Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.80.
The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion of the Warrants
(and such calculation shall assume that the Warrants are then fully Exercisable into Ordinary Shares at the then-prevailing applicable
Exercise Price).


 



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(e)               
Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement
covering the resale of all of the Registrable Securities required to be covered thereby (subject to Section 2(f)) and
required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for
such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration
Statement without affording Legal Counsel the opportunity to review and comment on the same as required by Section 3(c)
hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing
Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness
Failure”) (it being understood that if on the second (2nd) Business Day immediately following the Effective
Date for such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement
with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is technically required
by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness
Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration
Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities
included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell
such Registrable Securities (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective
for any reason or the prospectus contained therein is not available for use for any reason, the Company fails to file with the
SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which any of the Investors
are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions),
then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the
underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company
shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent
(1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Buyer's Registrable
Securities included or (with respect to a Filing Failure or an Effectiveness Failure, required to be included) in such Registration
Statement on each of the following dates: (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or
Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such
Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure
until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current
Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144
(in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities
shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.”
Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event
or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments
is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made
on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments
in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and
a half percent (1.0%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, (i) in no event
shall the aggregate amount of Registration Delay Payments payable by the Company to an Investor exceed twelve percent (12.0%) of
the aggregate Purchase Price of such Investor's Registrable Securities. Notwithstanding the foregoing, no Registration Delay Payments
shall be owed to an Investor with respect to any period during which all of such Investor’s Registrable Securities may be
sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need
for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 



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(f)               
Offering. Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration
Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the
SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting
an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC
do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such
an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise
may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall first remove
from such Registration Statement all securities other than Registrable Securities proposed to be included therein until all such
other securities shall have been removed, and thereafter shall reduce the number of shares to be included in such Registration
Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become
effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors
on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless
the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s
“by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors
shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other
basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such
pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable
Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities
under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in
order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter
in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities
to be registered on behalf of such Investor until such time as the Staff or the SEC does not require such identification
or until such Investor accepts such identification and the manner thereof. In the event of any reduction in Registrable Securities
pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the
Company signed by such Investor, the Company to file a registration statement within sixty (60) days of such request (subject to
any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable
to such Investor, and the Company shall following such request cause to be and keep effective such Registration Statement
in the same manner and for the same period of time otherwise contemplated in this Agreement for Registration Statements required
to be filed hereunder. Notwithstanding anything contained herein to the contrary, in no event will any holder be entitled to any
Registration Delay Payments as a result of the withdrawal or exclusion of its Registrable Securities from a Registration Statement
pursuant to this paragraph.


 


(g)              
Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement,
if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein
is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to
an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form
S-4 or Form S-8 (each as promulgated under the 1933 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
share option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination
and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing,
the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests
to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this
Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation,
volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if
applicable) or that are the subject of a then-effective Registration Statement.


 



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(h)              
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement
and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based
on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number
of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise
transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an
Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration
Statement for such transferor or assignee (as the case may be). Any Ordinary Shares included in a Registration Statement and which
remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be
allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which
are covered by such Registration Statement.


 


(i)                
Inclusion of Other Securities. The Company shall be permitted to include in any Registration Statement hereunder any other
Ordinary Shares of the Company outstanding as of the date hereof or issuable upon the exercise of warrants, options, convertible
promissory notes or other convertible securities of the Company outstanding as of the date hereof (including without limitation
any share capital of the Company into which the Ordinary Shares are converted or exchanged and share capital of a Successor Entity
(as defined in the Warrants) into which the Ordinary Shares are converted or exchanged), in each case after giving effect to the
Closing (as defined in the Securities Purchase Agreement). Except as set forth in the preceding sentence, the Company shall in
no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without
the prior written consent of the Required Holders.


 


3.            Related Obligations.


 


The Company shall
use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)               
Subject to Allowable Grace Periods (as defined below), the Company shall keep each Registration Statement effective (and the prospectus
contained therein available for use) pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at fixed
prices or, if and when a market develops, at prevailing market prices at all times until the earlier of (i) the date as of
which all of the Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction
pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required
by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (ii) the date on which the Investors shall have sold all of the Registrable
Securities covered by such Registration Statement or (iii) the one (1) year anniversary of the Effective Date of such Registration
Statement (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement,
the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,
all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto)
used in connection with such Registration Statement (1) shall not contain any 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 case of prospectuses, in the
light of the circumstances in which they were made) not misleading and (2) will disclose (whether directly or through incorporation
by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. The
Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company learns that no review
of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration
Statement (as the case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent
shall be immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not
later than two (2) Business Days after the submission of such request (or such later date as may be required or requested by the
Staff of the SEC).


 



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(b)              
Subject to Section 3(n) of this Agreement, the Company shall prepare and file with the SEC such amendments (including,
without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection
with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as
may be necessary to keep each such Registration Statement effective at all times during the Registration Period for such Registration
Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement; provided, however, that no later than 5:30 p.m. (New York time) on the second (2nd) Business Day immediately
following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final
prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus
is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required
to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of
the Company filing a report on Form 20-F, Form 6-K or any analogous report under the Securities Exchange Act of 1934, as amended
(the “1934 Act”), the Company shall, if permitted under the applicable rules and regulations of the SEC, have
incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements
with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 


(c)               
The Company shall (A) permit Legal Counsel to review and comment upon (i) each Registration Statement at least five (5) Business
Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without
limitation, the prospectus contained therein) (except for Annual Reports on Form 20-F, Current Reports on Form 6-K, and any similar
or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects; provided, however, that in no
event shall any Investor be entitled to any Registration Delay Payment as a result of and solely to the extent of a failure triggering
a Registration Delay Payment caused by Legal Counsel, including for the elimination of doubt as a result of the timing necessary
to properly make any changes requested by such Legal Counsel). For the elimination of doubt, in the event that Legal Counsel has
not raised an objection within five (5) Business Days of receipt of a Registration Statement, amendment or supplement, as applicable,
then the Company shall be permitted to file such Registration Statement, amendment or supplement and shall not be deemed to have
violated its obligation to provide Legal Counsel the opportunity to review such Registration Statement, amendment or supplement
(for purposes of Section 2(e) or otherwise). The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior consent
of Legal Counsel, which consent shall not be unreasonably withheld; provided, however, that in no event shall any Investor be entitled
to any Registration Delay Payment as a result of and solely to the extent of a failure triggering a Registration Delay Payment
caused by Legal Counsel. The Company shall promptly furnish to Legal Counsel, without charge: (i) copies of any correspondence
from the SEC or the Staff to the Company or its representatives relating to each Registration Statement, unless such correspondence
contains any material, non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase
Agreement) in which case the Company shall not be required to provide copies of such correspondence under this clause (i), (ii) after
the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s)
thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) copy of
the prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, that the
Company shall not be required to provide copies of any document referenced in clauses (i) through (iii) to the extent such document
is available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) electronic filing system,
or any successor thereto.


 



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(d)              
The Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including,
without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Investor; provided, however, that the Company shall
not be required to provide copies of any document referenced in clauses (i) through (iii) to the extent such document is available
on the SEC’s EDGAR electronic filing system, or successor thereto.


 


(e)               
The Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other
securities or “blue sky” laws of any jurisdictions in the United States as any Investor reasonably requests in writing,
(ii) prepare and file in those jurisdictions such amendments (including, without limitation, post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)               
The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, may
include an untrue statement of a material fact or omission 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 (provided that in
no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and,
subject to Section 3(n), promptly prepare a supplement or amendment to such Registration Statement and such prospectus
contained therein to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal
Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company
shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or e-mail no later than the Business Day following
such effectiveness, and by overnight mail sent on such Business Day), and when the Company receives written notice from the SEC
that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments
or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any
request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration
Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable
to any comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood
and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15)
Business Days after the receipt thereof).


 



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(g)              
The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification,
or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii)
notify Legal Counsel and each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)              
If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter
and such Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such
Investor, on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an
Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to the Investors, and (ii) opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed
to the Investors.


 


(i)                
If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter
and such Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make
available for inspection by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other
agents retained by such Investor (collectively, the “Inspectors”), in each case, at no cost to the Company,
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”)
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, each Inspector shall agree in writing to hold in
strict confidence and not to make any disclosure (except to such Investor) or use of any Record or other information which the
Company’s board of directors determines in good faith to be confidential, and of which determination the Inspectors are so
notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such Records has been made
generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document (as
defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor,
if any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.


 



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(j)                
The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of
such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
to be disclosed in such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant
to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information
has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction
Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought
in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor
and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.


 


(k)              
The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the
case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request.


 


(l)                
The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.


 


(m)            
Within two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 






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(n)              
Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(n)), at any time
after the Effective Date of a particular Registration Statement, in the event that the Company’s
Board of Directors determines in good faith that it would be materially detrimental to the Company to maintain a Registration Statement
at such time because it would require the disclosure of material nonpublic information the disclosure of which at the time is not
in the best interests of the Company, then the Company shall deliver a certificate in writing to the Investor (the “Suspension
Notice”) to the effect of the foregoing (provided that the Company will not disclose the content of any material non-public
information to the Investors in any Suspension Notice) and, upon receipt of such Suspension Notice, the Investor will refrain from
selling any Shares and Warrant Shares pursuant to the Registration Statement (a “Suspension”) until the Investor’s
receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing
by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use
its commercially reasonable efforts to cause the use of the prospectus so suspended to be resumed as soon as reasonably practicable
after the delivery of a Suspension Notice to the Investor. Notwithstanding the foregoing, in no event may the period of
any Suspension hereunder: exceed ten (10) consecutive Trading Days or fifteen (15) Trading Days (which need not be consecutive)
in any 12 month period; start less than 5 Trading Days after the last day of any prior Suspension period; be permitted during the
sixty (60) Trading Day period immediately following the Effective Date of such Registration Statement (provided that such sixty
(60) Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof contemplated
by this proviso during which such Registration Statement is not effective or the prospectus contained therein is not available
for use) (the period of each such Suspension being referred to hereunder as an “Allowable Grace Period”). For
purposes of determining the length of a Suspension above, such Suspension shall begin on and include the date the Investors receive
a Suspension Notice and shall end on and include the later of the date the Investors receive copies
of a supplemented or amended prospectus prepared and filed by the Company, or are advised in writing by the Company that the current
prospectus may be used. The provisions of Section 3(g) hereof shall not be applicable during the period of any
Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of Section 3(f)
with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding
anything to the contrary contained in this Section 3(n), the Company shall cause its transfer agent to deliver unlegended
Ordinary Shares to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale, and delivered
a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to such Investor’s
receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 



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(o)              
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of its Registrable
Securities pursuant to each Registration Statement.


 


(p)              
Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof, except for such
agreements which have been cancelled or waived effective as of the Initial Closing (as defined in the Securities Purchase Agreement).


 


4.          
Obligations of the Investors.


 


(a)               
At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held
by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request.


 



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(b)              
Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor
has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.


 


(c)               
Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or
receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c),
the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of an Investor in accordance with
the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such
Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which
such Investor has not yet settled.


 


(d)              
Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


5.           
Expenses of Registration.


 


Except as otherwise
expressly set forth herein, all reasonable expenses, other than underwriting discounts and commissions, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements
of counsel for the Company and any Investor shall be paid by the Company.


 



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6.            
Indemnification.


 


(a)               
To the fullest extent permitted by law, the Company agrees to indemnify and hold harmless each Investor and each of its directors,
officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if
any, who controls such Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each of the
directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such
controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims, damages, liabilities,
contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’
fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending
or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of
the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c), the Company
shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply
to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection
with the preparation of such Registration Statement or any such amendment thereof or supplement thereto and (ii) shall not be available
to a particular Investor to the extent such Claim is based on a failure of such Investor to deliver or to cause to be delivered
the prospectus made available by the Company (to the extent applicable), including, without limitation, a corrected prospectus,
if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d) and then
only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such Claim would have existed;
and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable
Securities by any of the Investors pursuant to Section 9.


 



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(b)              
In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a),
the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon: (i) such Investor’s failure to comply with any
applicable prospectus delivery requirements of the Securities Act through no fault of the Company, or (ii) any Violation, in each
case, to the extent, and only to the extent, that (A) such Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Investor expressly for use in connection with such Registration Statement, or (B) such Violation
relates to information relating to the Investor’s proposed method of distribution of Registrable Securities and was reviewed
and expressly approved in writing by such Investor expressly for use in a Registration Statement (it being understood that each
Investor has approved the method of distribution described in Exhibit B hereto for this purpose), such Prospectus or
in any amendment or supplement thereto; or (C) such Violation relates to, results from or is based on a failure of such Investor
to deliver or to cause to be delivered a corrected prospectus, if such corrected prospectus was timely made available by the Company
pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus
no grounds for such Claim would have existed; and, subject to Section 6(c) and the below provisos in this Section 6(b),
such Investor will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed, provided further that such Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the
Investors pursuant to Section 9.


 



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(c)               
Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice
of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving
a Claim, such Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory
to the indemnifying party and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified
Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such
counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses;
(ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory
to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such
Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the
case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have
been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person
or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the
case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying
party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense
of the Indemnifying Party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party
(as the case may be). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be)
which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case
may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent;
provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified Person (as the case may be), consent to entry
of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of a release from all liability
in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified
Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified
Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially
and adversely prejudiced in its ability to defend such action.


 


(d)              
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale
of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)               
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(f)               
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of
the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 



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7.            Contribution.


 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the
sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be
limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities
pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor
from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor
has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue
or alleged untrue statement or omission or alleged omission.


 


8.            Reports Under the 1934 Act.


 


With a view to making
available to the Investors the benefits of Rule 144, so long as any Warrants are outstanding, the Company agrees to:


 


(a)               
make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)              
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act
so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any
obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 


(c)               
furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by
the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act,
(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company
with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 



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9.            Assignment of Registration Rights.


 


All or any portion
of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case
may be) of all or any portion of such Investor’s Registrable Securities or Warrants if: (i) such Investor agrees in writing
with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is,
within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name
and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration
rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or assignment (as
the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under
the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company
to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made
in accordance with the applicable requirements of the Securities Purchase Agreement and the Warrants (as the case may be); and
(vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state
securities laws.


 


10.          Amendment of Registration Rights.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or
waiver that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations
of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent
of such adversely affected Investor. Any amendment effected in accordance with this Section 10 shall be binding upon
each Investor and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than
all of the holders of Registrable Securities or (2) imposes any obligation or liability on any Investor without such Investor’s
prior written consent (which may be granted or withheld in such Investor’s sole discretion).


 


11.           Miscellaneous.


 


(a)               
Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or
is deemed to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections
from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable Securities.


 



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(b)           Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) with respect to Section 3(c), by electronic mail (provided confirmation of transmission is electronically
generated and kept on file by the sending party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight
delivery service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:


 


If to the Company:


 


PV Nano Cell Ltd.

8 Hamasger St.

PO Box 236

Migdal Ha-Emek

2310102, Israel

Telephone: (___) ___-____

Facsimile: (___) ___-____

Attention: Chief Executive Officer


 


With a copy (for informational
purposes only) to:


 


Greenberg Traurig, P.A.

333 Avenue of the Americas

Miami, FL 33131

Telephone: (305) 579-0756

Facsimile: (305) 961-5756

Attention: Robert L. Grossman, Esq.


 


If to the Transfer Agent:


 


______________________

______________________

______________________

Telephone: (___) ___-____

Facsimile: (___) ___-____

Attention: _____________


 


If to Legal
Counsel:


 


______________________

______________________

______________________

Telephone: (___) ___-____

Facsimile: (___) ___-____

Attention: _____________


 


If to a Buyer, to its address and facsimile
number set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine or electronic mail transmission containing
the time, date, recipient facsimile number or electronic mail address and an image of the first page of such transmission or (C)
provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt
from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 



    	20



    	 



    

 


(c)               
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and
provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this
being in addition to any other remedy to which any party may be entitled by law or equity.


 


(d)              
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. The Company hereby
appoints Vcorp Agent Services, Inc., with offices at 25 Robert Pitt Drive, Suite 204, Monsey NY 10952, as its agent for service
of process in New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 



    	21



    	 



    

 


(e)               
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and
the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely
with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with the Company or
any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii)
waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits
to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and/or
any of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or (iii) limit any obligations
of the Company under any of the other Transaction Documents.


 


(f)               
Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon
the permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision
hereof be enforced by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons
referred to in Sections 3(p), 6 and 7 hereof.


 


(g)              
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof. The terms “including,” “includes,” “include” and words of
like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(h)              
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(i)                
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and
no rules of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section
10, terms used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.


 


(j)                
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders.


 



    	22



    	 



    

 


(k)              
The obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor
under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert
or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters.
Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising
out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined
as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the
Company contained herein was solely in the control of the Company, not the action or decision of any Investor, and was done solely
for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and an
Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.


 


[signature page follows]


 






    	23



    	 



    

 


IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the
date first written above.


 


	 	COMPANY:
	 	 
	 	PV NANO CELL LTD.






	 	 
	 	By:	/S/
    Dr. Fernando de la Vega
	 	 	Name: Dr. Fernando de la Vega
	 	 	Title:   CEO


 






    	24



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 
	 	By:	/S/
    Alon Leifer
	 	 	Name: Alon Leifer
	 	 	Title:   President


 






    	25



    	 



    

 





 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Mark Weiskind
	 	 	Name: Mark Weiskind
	 	 	Title: Trustee


 






    	26



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Alessandro Treves
	 	 	Name: Alessandro Treves
	 	 	Title: Prof.


 






    	27



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Steven Gelles
	 	 	Name: Steven Gelles
	 	 	Title: Partner, VLC Associates LLC


 






    	28



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Shari Feig
	 	 	Name: Shari Feig
	 	 	Title:


 






    	29



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Abraham Kohannan
	 	 	Name: Abraham Kohannan
	 	 	Title:


 






    	30



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Michael Goldberg
	 	 	Name: Michael Goldberg
	 	 	Title: Partner, JJ Games LP


 






    	31



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Jacques Spijer
	 	 	Name: Jacques Spijer
	 	 	Title: CEO


 






    	32



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Dror Atzmon
	 	 	Name: Dror Atzmon
	 	 	Title: Manager


 






    	33



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ David Gonzalez
	 	 	Name: David Gonzalez
	 	 	Title: Managing Partner, General Counsel


 






    	34



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Bar-On Izik
	 	 	Name: Bar-On Izik
	 	 	Title:


 






    	35



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Avi Vermus
	 	 	Name: Avi Vermus
	 	 	Title:


 






    	36



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	[BUYERS]
	 	 	 
	 	By:	/S/ Astorre Modena  /S/ Harold Wiener
	 	 	Name: Astorre Modena, Harold Wiener
	 	 	Title: General Partners


 






    	37



    	 



    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


______________________

______________________

______________________

Attention: _____________


 


Re:PV Nano
Cell Ltd.


 


Ladies and Gentlemen:


 


[We are][I am] special
counsel to PV Nano Cell Ltd., a company formed in the State of Israel with offices located at 8 Hamasger St., PO Box 236, Migdal
Ha-Emek, 2310102, Israel (the “Company”), and have represented the Company in connection with that certain Securities
Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers
named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders ordinary shares,
NIS 0.01 par value per share (the “Ordinary Shares”) and warrants exercisable for Ordinary Shares (the “Warrants”).
Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Registrable Securities (as defined in the Registration Rights Agreement), including the Ordinary Shares and Ordinary Shares
issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration
Statement on Form [F-1][F-3] (File No. 333-_____________) (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as
a selling shareholder thereunder.


 


In connection with
the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]
and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall
serve as our standing opinion to you that: (a) upon presentation of evidence that any Ordinary Shares and Ordinary Shares underlying
the Warrants included in such Registration Statement have been sold pursuant to such Registration Statement (and in compliance
with the prospectus delivery requirements, if applicable); and (b) confirmation by the Company that, to its knowledge, such Registration
Statement was effective and available for the resale of such Ordinary Shares as of the date of such sale described in clause (a),
you may give effect to the transfer of such Ordinary Shares, and reissue such shares to the transferee thereof without legend,
as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 20__.


 


	 	Very truly yours,
	 	 
	 	[ISSUER’S COUNSEL]
	 	 
	 	By:	 


 


	CC:	[LIST NAMES OF HOLDERS]




 






    	38



    	 



    

 


EXHIBIT B


 


SELLING SHAREHOLDERS


 


The ordinary shares
being offered by the selling shareholders are those issued to the selling shareholders and those issuable to the selling shareholders
upon exercise of the warrants. For additional information regarding the issuance of the ordinary shares and warrants, see “Private
Placement of Ordinary Shares and Warrants” above. We are registering the ordinary shares in order to permit the selling shareholders
to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and warrants issued pursuant
to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three
years.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the ordinary shares held by each of the selling
shareholders. The second column lists the number of ordinary shares beneficially owned by the selling shareholders, based on their
respective ownership of ordinary shares and warrants, as of ________, 2014, assuming exercise of the warrants held by each such
selling shareholder on that date but taking account of any limitations on conversion set forth therein.


 


The third column
lists the ordinary shares being offered by this prospectus by the selling shareholders and does not take in account any limitations
on exercise of the warrants set forth therein.


 


In accordance with
the terms of a registration rights agreement with the holders of the ordinary shares and the warrants, this prospectus generally
covers the resale of the sum of (i) the number of ordinary shares issued in connection with the Securities Purchase Agreement and
(ii) 100% of the maximum number of ordinary shares issuable upon exercise of the warrants, in each case, determined as if the outstanding
warrants were exercised in full (without regard to any limitations on exercise contained therein) as of the trading day immediately
preceding the date this registration statement was initially filed with the SEC. Because the exercise price of the warrants may
be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this
prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 


Under the terms of
the warrants, a selling shareholder may not exercise the warrants to the extent (but only to the extent) such selling shareholder
or any of its affiliates would beneficially own a number of ordinary shares which would exceed [4.99]% of the outstanding shares
of the Company. The number of shares in the second column reflects these limitations. The selling shareholders may sell all, some
or none of their shares in this offering. See “Plan of Distribution.”


 


	
        Name of Selling Shareholder
	 	Number of Ordinary Shares Owned Prior to Offering	 	Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus	 	Number of Ordinary Shares of Owned After Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






    	39



    	 



    

 


PLAN OF DISTRIBUTION


 


We are registering
the ordinary shares previously issued and the ordinary shares issuable upon exercise of the warrants to permit the resale of these
ordinary shares by the holders of the ordinary shares and warrants from time to time after the date of this prospectus. We will
not receive any of the proceeds from the sale by the selling shareholders of the ordinary shares. We will bear all fees and expenses
incident to our obligation to register the ordinary shares.


 


The selling shareholders
may sell all or a portion of the ordinary shares held by them and offered hereby from time to time directly or through one or more
underwriters, broker-dealers or agents. If the ordinary shares are sold through underwriters or broker-dealers, the selling shareholders
will be responsible for underwriting discounts or commissions or agent’s commissions. The ordinary shares may be sold in
one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at
the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
pursuant to one or more of the following methods:


 


		●	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;
	 	 	 
		●	in the over-the-counter market;
	 	 	 
		●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
		●	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;
	 	 	 
		●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
		●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
	 	 	 
		●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
		●	an exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
		●	privately negotiated transactions;
	 	 	 
		●	short sales made after the date the Registration Statement is declared effective by the SEC;
	 	 	 
		●	broker-dealers may agree with a selling security holder to sell a specified number of such shares
at a stipulated price per share;
	 	 	 
		●	a combination of any such methods of sale; and
	 	 	 
		●	any other method permitted pursuant to applicable law.



 






    	40



    	 



    

 


The selling shareholders
may also sell ordinary shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather
than under this prospectus. In addition, the selling shareholders may transfer the ordinary shares by other means not described
in this prospectus. If the selling shareholders effect such transactions by selling ordinary shares to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions
or commissions from the selling shareholders or commissions from purchasers of the ordinary shares for whom they may act as agent
or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the ordinary
shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the ordinary shares in the course of hedging in positions they assume. The selling shareholders may also sell
ordinary shares short and deliver ordinary shares covered by this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling shareholders may also loan or pledge ordinary shares to broker-dealers
that in turn may sell such shares.


 


The selling shareholders
may pledge or grant a security interest in some or all of the warrants or ordinary shares owned by them and, if they default in
the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares from time
to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors
in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the ordinary shares
in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.


 


To the extent required
by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in
the distribution of the ordinary shares may be deemed to be “underwriters” within the meaning of the Securities Act,
and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of the ordinary shares is made, a prospectus supplement,
if required, will be distributed, which will set forth the aggregate amount of ordinary shares being offered and the terms of the
offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting
compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.


 


Under the securities
laws of some states, the ordinary shares may be sold in such states only through registered or licensed brokers or dealers. In
addition, in some states the ordinary shares may not be sold unless such shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is complied with.


 


There can be
no assurance that any selling shareholder will sell any or all of the ordinary shares registered pursuant to the registration
statement, of which this prospectus forms a part.


 






    	41



    	 



    

 


The selling shareholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M
of the Exchange Act, which may limit the timing of purchases and sales of any of the ordinary shares by the selling shareholders
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the ordinary shares to engage in market-making activities with respect to the ordinary shares. All of the
foregoing may affect the marketability of the ordinary shares and the ability of any person or entity to engage in market-making
activities with respect to the ordinary shares.


 


We will pay all expenses
of the registration of the ordinary shares pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act in
accordance with the registration rights agreements or the selling shareholders will be entitled to contribution. We may be indemnified
by the selling shareholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.


 


Once sold under
the registration statement, of which this prospectus forms a part, the ordinary shares will be freely tradable in the hands of
persons other than our affiliates.


 


 


 


42