Exhibit
4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 2018, between Bendon
Group Holdings Limited, a limited liability public company incorporated and registered in the state of New South Wales, Australia
(the “Company”), and each of the several Subscribers signatory hereto (each such Subscriber, a “Subscriber”
and, collectively, the “Subscribers”).


 


This
Agreement is made pursuant to the Share Subscription and Warrant Agreement, dated as of the date hereof, between the Company and
each Subscriber (the “Subscription Agreement”).


 


The
Company and each Subscriber hereby agrees as follows:


 


1.
Definitions.


 


Capitalized
terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings given such
terms in the Subscription Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th
calendar day following the date hereof (or, in the event of a “review” by the US Securities and Exchange Commission
(“Commission”), the 120th calendar day following the date hereof) and with respect to any additional
Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar day following
the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “review”
by the Commission, the 90th calendar day following the date such additional Registration Statement is required to be
filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more
of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if
such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not
a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 






    	 



    	 



    




 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day
following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section
2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the United States Securities Act of 1933 (“Securities Act”)), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by
a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all Subscription Shares, (b) all Ordinary Shares then issued
and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise
limitations therein), and (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing.


 




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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and
supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


“Trading
Day” means a day on which the Company’s Ordinary Shares trades on the Trading Market.


 


“Trading
Market” means the New York Stock Exchange, Nasdaq Stock Market or any other national securities exchange.


 




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2.
Shelf Registration.


 


(a)
On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form
S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case
such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and
shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of
Distribution” attached hereto as Annex A and substantially the “Selling Stockholder”
section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as
an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this
Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including,
without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such
Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered
by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the
current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the
“Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration
Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via
facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company
telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such
Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of
such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the
Holder within two (2) Trading Days of such notification of effectiveness or failure to file a final Prospectus as foresaid
shall be deemed an Event under Section 2(d).


 


(b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of
the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary
offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its
commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission,
covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other
form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of
Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use
diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with
the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.


 


(c)
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section
2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be
registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent
efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless
otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be
registered on such Registration Statement will be reduced as follows:


 




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	 	a.	First,
    the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares
    may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such
    Holders) on a pro rata basis with all other securities being registered on such Registration Statement; and
	 	 	 
	 	b.	Second,
    the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered,
    to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders) on a pro rata basis
    with all other securities being registered on such Registration Statement.


 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along
with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement
in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by
Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale
on the Initial Registration Statement, as amended.


 


(d)
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial
Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section
3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the
Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission
pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be
subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a
pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration
Statement within fifteen (15) calendar days after the receipt of comments by or notice from the Commission that such
amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement
registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness
Date of the Initial Registration Statement, or (v) 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, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20)
calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being
referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs,
and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause
(iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such
fifteen (15) or twenty (20) calendar day period, as applicable, is exceeded being referred to as “Event
Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such
Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such
date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated
damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Price paid by such Holder
pursuant to the Subscription Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder
under this Agreement shall be 5% of the aggregate Subscription Price paid by such Holder pursuant to the Subscription
Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days
after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that
is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are
due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the
terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 




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(e)
If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i)
register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable
Securities has been declared effective by the Commission.


 


(f)
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or
affiliate of a Holder as any Underwriter without the prior written consent of such Holder.


 


3.
Registration Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than two (2) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day
prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be
incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all
such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by
reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent
registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not
file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a
majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than two (2) Trading Days after the Holders have been so furnished copies of a Registration
Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or
supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this
Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two
(2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on
which such Holder receives draft materials in accordance with this Section.


 




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(b)
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective
as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the Securities Act all of the Registrable
Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to
the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly
as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment
thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and
to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained
therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv)
comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance
(subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Ordinary
Shares then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any
case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less
than the number of such Registrable Securities.


 




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(d)
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly
as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if
requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when
a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed,
(B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement
or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other
federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for
additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or
passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or
any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi)
of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may
be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow
continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any
such notice contain any information which would constitute material, non-public information regarding the Company or any of
its Subsidiaries.


 


(e)
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 




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(f)
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment
thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by
reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those
previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided,
that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical
form.


 


(g)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section
3(d).


 


(h)
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or
cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or
qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things
reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each
Registration Statement, provided that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is
not then so subject or file a general consent to service of process in any such jurisdiction.


 


(i)
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates
shall be free, to the extent permitted by the Subscription Agreement and applicable law, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may
request.


 




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(j)
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies
the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the
requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use
its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled
to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject
to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar
days (which need not be consecutive days) in any 12-month period.


 


(k)
Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the
Securities Act and the Securities Exchange Act of 1934 (“Exchange Act”), including, without limitation,
Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the
Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the
Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders
are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(l)
The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the
registration of the resale of Registrable Securities.


 


(m)
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of Ordinary
Shares beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and
dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with
respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within
three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder
only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder
only, until such information is delivered to the Company.


 




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4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect
to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Ordinary
Shares are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed
to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by
this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred
in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction
Documents, any legal fees or other costs of the Holders.


 


5.
Indemnification.


 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each
Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under a margin call of Ordinary Shares), investment
advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members,
stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its
obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in
a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section
3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder
and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable
Securities by any of the Holders in accordance with Section 6(h).


 




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(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based
solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
(i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so
furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus
or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in
the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the
Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event
shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid
by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has
otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the
Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 






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(c) Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom
indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right
to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced
the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more
than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 




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Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.


 


(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any
reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities
be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim
relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving
rise to such contribution obligation.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 




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6.
Miscellaneous.


 


(a) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each
of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred
by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at
law would be adequate.


 


(b) [RESERVED]


 


(c)
[RESERVED]


 


(d)
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder
will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in
writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may
be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is
required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section
2(d).


 


(e) Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a
registration statement relating to an offering for its own account or the account of others under the Securities Act of any
of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the
Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the
delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration
statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however,
(i) that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are
eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated
by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is
available for resales or other dispositions by such Holder and (ii) any such piggy-back registration rights shall be subject
to, if underwritten, customary underwriter cutbacks (at the underwriter’s discretion) provided in the event that some
but not all of the unregistered Registrable Securities may be included, any such cutbacks are applied ratably in proportion
to each Holder’s unregistered Registrable Securities then held.


 




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(f) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be
in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for
purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any Security),
provided that, if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of
Holders), the consent of such disproportionately impacted Holder (or group of Holders) shall be required. If a Registration
Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the
previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among
all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such
Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly
affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). No
consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this
Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


(g) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Subscription Agreement.


 


(h) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights
or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable
Securities.


 


(i) No
Inconsistent Agreements. 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 Holders in this Agreement or otherwise
conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its
Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.


 




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(j) Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together 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, it being understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature 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 facsimile or “.pdf” signature page were an original thereof.


 


(k) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Subscription Agreement.


 


(l) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall
use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(n) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


(o) Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with
the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a
partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders
are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by
this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group,
and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder shall be
entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Holder 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 was solely in the control of the Company, not
the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required
or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is
between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among
Holders.


 


********************


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	BENDON
    GROUP HOLDINGS LIMITED
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	       


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 



    	 



    

 


[SIGNATURE
PAGE OF HOLDERS TO bendon RRA]


 


Name
of Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name
of Authorized Signatory: __________________________


 


Title
of Authorized Signatory: ___________________________



 


[SIGNATURE
PAGES CONTINUE]