Exhibit
10.5


REGISTRATION
RIGHTS AGREEMENT


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of
September 15, 2006 among Inovio Biomedical Corporation, a Delaware corporation
(the “Company”), and each of the purchasers executing this Agreement and
listed on Schedule 1 attached hereto (collectively, the “Purchasers”).


This Agreement is
being entered into pursuant to the Securities Purchase and Exchange Agreement,
dated as of the date hereof, by and among the Company, its subsidiary, Inovio
Asia Pte. Ltd., incorporated in the Republic of Singapore (“IAPL”), and
the Purchasers (the “Purchase Agreement”).


The Company and
the Purchasers hereby agree as follows:


1.             Definitions.


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


“Advice”
shall have the meaning set forth in Section 3(m).


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or under common control with such Person. For the
purposes of this definition, “control,” when used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms of “affiliated,”
“controlling” and “controlled” have meanings correlative to the foregoing.


“Blackout
Period” shall have the meaning set forth in Section 3(n).


“Board”
shall have the meaning set forth in Section 3(n).


“Business Day”
means any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the State of California
generally are authorized or required by law or other government actions to
close or a day on which the Commission is closed.


“Closing Date”
means the Closing Date as defined in the Purchase Agreement.


“Commission”
means the Securities and Exchange Commission.


“Common Stock”
means the Company’s Common Stock, par value $0.001 per share.


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









 



“Exchange Date”
means the date upon which at least 75% of the ordinary shares of IAPL sold
pursuant to the Purchase Agreement are exchanged for the Shares and Warrants.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


“Filing Date”
means the 5th day following the Exchange Date.


“Holder” or
“Holders” means the holder or holders, as the case may be, from time to
time of Registrable Securities, including without limitation the Purchasers and
their assignees. For purposes of this Agreement, the holder or holders of
Warrants shall be deemed to be holders of that number of shares of Registrable
Securities into which such Warrants are exercisable at the applicable time.


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


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


“Lead Purchaser”
shall mean Broadven Ltd.


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


“Person”
means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or political subdivision thereof) or
other entity of any kind.


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


“Prospectus”
means the prospectus included in any 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 under the 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 such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.


“Registrable
Securities” means (a) the Shares and the Warrant Shares (without regard to
any limitations on beneficial ownership contained in the Warrants) or other
securities issued or issuable to each Purchaser or its transferee or designee
(i) upon exercise of the Warrants, or (ii) upon any dividend or distribution with
respect to, any exchange for or any replacement of such Shares, Warrants or
Warrant Shares or (iii) upon any conversion, exercise or exchange of any
securities issued in connection with any such distribution, exchange or
replacement; (b) securities issued or issuable upon any stock split, stock
dividend, recapitalization or similar event with respect to the foregoing; and
(c) any other security issued as a dividend or other distribution with respect
to, in exchange for, in replacement or redemption of, or in reduction of the
liquidation value of, any of the



 2
 






 



securities referred to in
the preceding clauses; provided, however, that such securities shall cease to
be Registrable Securities when such securities have been sold to or through a
broker or dealer or underwriter in a public distribution or a public securities
transaction or when such securities may be sold without any restriction
pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to
a written opinion letter, addressed to the Company’s transfer agent to such
effect as described in Section 2 of this Agreement.


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


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


“Rule 158”
means Rule 158 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


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


“Securities Act”
means the Securities Act of 1933, as amended.


“Shares”
means shares of the Company’s Common Stock issued or issuable upon an Exchange
pursuant to the Purchase Agreement.


“Trading Day”
means a day on which the Common Stock is traded on a Trading Market.


“Trading Market”
means the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the American Stock Exchange, the
New York Stock Exchange, the Nasdaq Global Market or the Nasdaq Capital Market.


“Warrants”
means warrants to purchase shares of the Company’s Common Stock issued or
issuable upon an Exchange pursuant to the Purchase Agreement.


“Warrant Shares”
means the shares of the Company’s Common Stock issuable upon the exercise of
the Warrants issued or to be issued to the Purchasers or their assignees or
designees upon an Exchange pursuant to the Purchase Agreement.


2.             Registration. As soon as
possible following the Exchange Date (but not later



 3
 






 



than the Filing Date),
the Company shall prepare and file with the Commission a “shelf” Registration
Statement covering all Registrable Securities for a secondary or resale
offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form S-3 (or if such form is not available
to the Company on another form appropriate for such registration in accordance
herewith). The Company shall use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act not later than
ninety (90) days after the Exchange Date (including filing with the Commission
a request for acceleration of effectiveness in accordance with Rule 461
promulgated under the Securities Act within five (5) Business Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by
the Commission that a Registration Statement will not be “reviewed,” or not be
subject to further review) and to keep such Registration Statement continuously
effective under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement
have been sold or (y) the date on which the Registrable Securities may be sold
without any restriction pursuant to Rule 144(k) as determined by the counsel to
the Company pursuant to a written opinion letter, addressed to the Company’s
transfer agent to such effect (the “Effectiveness Period”). For purposes
of the obligations of the Company under this Agreement, no Registration
Statement shall be considered “effective” with respect to any Registrable
Securities unless such Registration Statement lists the Holders of such
Registrable Securities as “Selling Stockholders” and includes such other
information as is required to be disclosed with respect to such Holders to
permit them to sell their Registrable Securities pursuant to such Registration
Statement, unless any such Holder is not included as a “Selling Stockholder”
pursuant to Section 3(m). Upon the initial filing thereof, the Registration
Statement shall cover all of the Shares and the number of Warrant Shares
underlying the Warrants outstanding at such time.  Such Registration Statement also shall cover,
to the extent allowable under the Securities Act and the Rules promulgated
thereunder (including Securities Act Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities.


3.             Registration
Procedures.


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


(a) Prepare and
file with the Commission on or prior to the Filing Date, a Registration
Statement on Form S-3 (or if such form is not available to the Company on
another form appropriate for such registration in accordance herewith) (which
shall include a Plan of Distribution substantially in the form of Exhibit A
attached hereto, to be adjusted if necessary in relation to the Preferred
Exchange, as defined in the Purchase Agreement), and cause the Registration
Statement to become effective and remain effective as provided herein;
provided, however, that not less than three (3) Business Days prior to the
filing of the Registration Statement or any related Prospectus or any amendment
or supplement thereto, the Company shall (i) furnish (including via email
attachment) to the Lead Purchaser, copies of all such documents proposed to be
filed (other than those incorporated by reference), and (ii) at the request of
any Holder cause its officers and directors, counsel or independent certified
public accountants, as applicable, to respond to such inquiries as shall be
necessary,



 4
 






 



in the reasonable opinion
of counsel to such Holder, to conduct a reasonable investigation within the
meaning of the Securities Act.


(b)           (i) Prepare and file with the Commission
such amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and to the extent any Registrable Securities are not included in such
Registration Statement for reasons other than the failure of the Holder to
comply with Section 3(m) hereof, shall prepare and file with the Commission
such additional Registration Statements in order to register for resale under
the Securities Act all Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; (iii)
respond as promptly as possible to any comments received from the Commission
with respect to the Registration Statement or any amendment thereto and as
promptly as possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to the Registration
Statement, but not, without the prior written consent of the Holders, any
comments that would result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the disposition of all Registrable Securities covered by the
Registration Statement during the Effectiveness Period in accordance with the
intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so
supplemented.  In addition, the Company
shall promptly prepare and file such amendments, including post-effective
amendments, to the Registration Statement and the related prospectus and take
all other actions as may be necessary to register the sale of Registrable
Securities by any Holder to whom the rights under this Agreement have been
assigned pursuant to Section 7(i).


(c)           Notify the Holders of Registrable
Securities to be sold as promptly as possible (A) when a Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement
is proposed to be filed (but in no event in the case of this subparagraph (A),
less than two (2) Business Days prior to date of such filing); (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 the Registration Statement or
any post-effective amendment, when the same has become effective, and after the
effectiveness thereof: (i) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to the
Registration Statement or Prospectus or for additional information; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iii) if at any time any of
the representations and warranties of the Company contained in any agreement
contemplated hereby ceases to be true and correct in all material respects as
of the date such representations and warranties were made; (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; and (v) if the financial statements



 5
 






 



included in the Registration Statement become
ineligible for inclusion therein or of the occurrence of any event that makes
any statement made in the 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 the Registration Statement,
Prospectus or other documents so that, in the case of the 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 the light of the
circumstances under which they were made, not misleading. Without limitation to
any remedies to which the Holders may be entitled under this Agreement, if any
of the events described in Section 3(c)(C) occur, the Company shall use its
reasonable best efforts to respond to and correct the event as promptly as
practicable.


(d)           Use its best efforts to avoid the
issuance of, or, if issued, use best efforts to obtain the withdrawal of, (i)
any order suspending the effectiveness of the 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.


(e)           If requested by any Holder of
Registrable Securities, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment to the Registration Statement such information as the
Company reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus supplement or such post-effective amendment as soon
as practicable after the Company has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment; provided,
however, that the Company shall not be required to take any action pursuant to
this Section 3(e) that would, in the written opinion of counsel for the
Company, violate applicable law.


(f)            Furnish to each Holder, without
charge, at least one conformed copy of each Registration Statement and each
amendment thereto, including financial statements and schedules, and all
exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference), which may be provided via e-mail
attachment, promptly after the filing of such documents with the Commission.


(g)           Promptly deliver to each Holder,
without charge, at least one copy of the Prospectus or Prospectuses (including
each form of prospectus) and each amendment or supplement thereto, and as many
additional copies thereof as such Persons may reasonably request; and 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.


(h)           Prior to any public offering of
Registrable Securities, use its reasonable commercial efforts to register or
qualify or cooperate with the selling Holders in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder reasonably requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things necessary or advisable to



 6
 






 



enable the disposition in
such jurisdictions of the Registrable Securities covered by a Registration
Statement; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action that would subject it to general service of process in
any jurisdiction where it is not then so subject or subject the Company to any
material tax in any such jurisdiction where it is not then so subject.


(i)            Cooperate with the Holders, and take
all reasonable actions as may be available to it, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by applicable law and the Purchase Agreement, of all
restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any Holder may request at least
two (2) Business Days prior to any sale of Registrable Securities. In
connection therewith, the Company shall promptly after the effectiveness of the
Registration Statement cause an opinion of counsel to be delivered to and
maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent, which authorize and
direct the transfer agent to issue such Registrable Securities without legend
upon sale by the Holder of such shares of Registrable Securities under the
Registration Statement.


(j)            Upon the occurrence of any event
contemplated by Section 3(c)(C), as promptly as possible, prepare a supplement
or amendment, including a post-effective amendment, to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither the Registration Statement
nor such Prospectus will contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


(k)           Cause all Registrable Securities
relating to such Registration Statement to be listed on the American Stock
Exchange and any other United States securities exchange, quotation system,
market or over-the-counter bulletin board, if any, on which similar securities
issued by the Company are then listed.


(l)            Comply in all material respects with
all applicable rules and regulations of the Commission and make generally
available to its security holders earning statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 not later than 45 days
after the end of any 3-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) commencing on the first day of the
first fiscal quarter of the Company after the effective date of the
Registration Statement, which statement shall conform to the requirements of
Rule 158.


(m)          Request each selling Holder to furnish
to the Company information regarding such Holder and the distribution of such
Registrable Securities as is required by law or the Commission to be disclosed
in the Registration Statement, and the Company may exclude from such
registration the Registrable Securities of any such Holder who fails to furnish
such information within a reasonable time prior to the filing of each
Registration Statement,



 7
 






 



supplemented Prospectus
and/or amended Registration Statement.


If the
Registration Statement refers to any Holder by name or otherwise as the holder
of any securities of the Company, then such Holder shall have the right to
require (if such reference to such Holder by name or otherwise is not required by
the Securities Act or any similar federal statute then in force) the deletion
of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required.


Each Holder agrees
by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in
Section 3(c)(C)(i), 3(c)(C)(ii), 3(c)(C)(iv), 3(c)(C)(v) or 3(n), and without
limitation to any remedies to which the Holder may be entitled under any other
provision of this Agreement, such Holder will forthwith discontinue disposition
of such Registrable Securities under the Registration Statement until such
Holder’s receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement contemplated by Section 3(j), or until it is advised in
writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company shall deliver the Advice to the Holders in writing as soon as the event
described in Section 3(c)(C)(i), 3(c)(C)(ii), 3(c)(C)(iv), 3(c)(C)(v) or 3(n)
shall cease to exist or shall otherwise no longer require that Holders
discontinue disposition of Registrable Securities under the Registration
Statement.


(n)           If (i) there is material non-public
information regarding the Company which the Company’s Board of Directors (the “Board”)
reasonably determines not to be in the Company’s best interest to disclose and
which the Company is not otherwise required to disclose, or (ii) there is a
significant business opportunity (including, but not limited to, the
acquisition or disposition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer or other similar
transaction) available to the Company which the Board reasonably determines not
to be in the Company’s best interest to disclose and which the Company would be
required to disclose under the Registration Statement, then the Company may,
upon delivery of written notice to each Holder (including via email), postpone
or suspend filing or effectiveness of a Registration Statement (subject to
Section 3(o)).


(o)           In no event shall the Holders be
required to discontinue disposition of Registrable Securities under the
Registration Statement, or the Company be entitled to postpones or suspend
filing or effectiveness of a Registration Statement pursuant to Section 3(n),
for a period of more than 30 consecutive days, provided that the Holders shall
not be required to discontinue dispositions under Section 3(m), and the Company
may not postpone or suspend its obligation under Section 3(n), for more than 45
days in the aggregate during any 12 month period (each, a “Blackout Period”).


4.             Registration
Expenses.


All fees and
expenses incident to the performance of or compliance with this



 8
 






 



Agreement by the Company
shall be borne by the Company whether or not the Registration Statement is
filed or becomes effective and whether or not any Registrable Securities are
sold pursuant to the 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
(A) with respect to filings required to be made with the American Stock
Exchange and each other securities exchange, quotation system, market or
over-the-counter bulletin board on which Registrable Securities are required
hereunder to be listed, (B) with respect to filings required to be made with
the Commission, and (C) in compliance with state or provincial securities or
Blue Sky laws, (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing or
photocopying prospectuses), (iii) messenger, telephone and delivery expenses,
(iv) Securities Act liability insurance, if the Company so desires such
insurance, and (v) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement, including, without limitation, the Company’s independent public
accountants (including, in the case of an underwritten offering, the expenses
of any comfort letters or costs associated with the delivery by independent
public accountants of a comfort letter or comfort letters) and legal
counsel.  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, the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder.


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, 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 Common Stock), investment advisors and employees 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, agents and
employees 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, costs of preparation and
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to any untrue or alleged untrue statement
of a material fact contained or incorporated by reference in the 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 form of prospectus or amendment or supplement thereto, in the
light of the circumstances under which they were made) not misleading, 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, which
information was reasonably relied on by the Company for use therein or to the
extent that such information relates to (x) such Holder and was reviewed and
expressly



 9
 






 



approved in writing by such Holder expressly for use
in the Registration Statement, such Prospectus or such form of prospectus or in
any amendment or supplement thereto or (y) such Holder’s proposed method of
distribution of Registrable Securities as set forth in Exhibit A (or as such
Holder otherwise informs the Company in writing); or (ii) in the case of an
occurrence of an event of the type described in Section 3(c)(C)(ii),
3(c)(C)(iv), 3(c)(C)(v) or 3(n), the use by a Holder of an outdated or
defective Prospectus after the delivery to the Holder of written notice from
the Company that the Prospectus is outdated or defective and in each case prior
to the receipt by such Holder of the Advice contemplated in Section 3(m). The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with
the transactions contemplated by this Agreement. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall
survive the transfer of the Registrable Securities by the Holders.


(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 and
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising solely out of
or based solely upon any untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in the light of the circumstances under which
they were made) not misleading, to the extent, but only to the extent, that (i)
such untrue statement or omission is contained in or omitted from any
information so furnished in writing by such Holder to the Company specifically
for inclusion in the Registration Statement or such Prospectus and that such
information was reasonably relied upon by the Company for use in the
Registration Statement, such Prospectus, or in any amendment or supplement
thereto, or to the extent that such information relates to (x) such Holder and
was reviewed and expressly approved in writing by such Holder expressly for use
in the Registration Statement, such Prospectus, or such form of prospectus or
in any amendment or supplement thereto or (y) such Holder’s proposed method of
distribution of Registrable Securities as set forth in Exhibit A (or as such
Holder otherwise informs the Company in writing) or (ii) in the case of an
occurrence of an event of the type described in Section 3(c)(C)(ii),
3(c)(C)(iv), 3(c)(C)(v) or 3(n), the use by a Holder of an outdated or
defective Prospectus after the delivery to the Holder of written notice from
the Company that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 3(m); provided,
however, that the indemnity agreement contained in this Section 5(b) shall not
apply to amounts paid in settlement of any Losses if such settlement is
effected without the prior written consent of the Holder, which consent shall
not be unreasonably withheld.


(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 promptly shall notify the Person from whom indemnity is
sought



 10
 






 



(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all reasonable 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 proximately and materially 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;
or (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 such Indemnified Party shall have been
advised by counsel that a 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 such counsel shall be at the reasonable 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. 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 and does not impose any monetary or other obligation or restriction
on the Indemnified Party.


The Indemnified
Party shall pay 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), as incurred, within ten (10) Business Days of
written notice thereof to the Indemnifying Party accompanied by reasonably
itemized statements from their attorney(s) (except that any such information
may be excluded if disclosure could reasonably be expected to waive any
attorney-client privilege), which notice shall be delivered no more frequently
than on a monthly basis (regardless of whether it is ultimately determined that
an Indemnified Party is not entitled to indemnification hereunder; provided,
that the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).


(d)           Contribution. If a claim for
indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party because of a failure or refusal of a governmental authority to enforce
such indemnification in accordance with its terms (by reason of public



 11
 






 



policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, 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 Section 5(c), any reasonable attorneys’ or other reasonable 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.


(e)           Limitation of Liability.         Notwithstanding anything to the
contrary contained herein, no Holder shall be required to contribute or
indemnify under this Section 5 an amount that exceeds the net proceeds to such
Holder as a result of the sale of Registrable Securities pursuant to such
Registration Statement minus the purchase price paid by such Holder for such
Registrable Securities (or securities delivered to the Company in exchange for
such Registrable Securities).   The
parties hereto agree that it would not be just and equitable if contribution
pursuant to 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. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


The indemnity and
contribution agreements contained in this Section 5 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.
The indemnity and contribution agreements herein are in addition to and not in
diminution or limitation of any indemnification provisions under the Purchase
Agreement.


6.             Rule
144.


As long as any
Holder owns Shares, Warrants or Warrant Shares (or any securities issued in
exchange or replacement therefore), the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof
pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder
owns Shares, Warrants or Warrant Shares (or any securities issued in exchange
or replacement therefore), if the Company is not required to file reports
pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and
furnish to the Holders and make publicly available in accordance with Rule
144(c) promulgated under the Securities Act annual and quarterly financial
statements, together with a discussion and analysis of such financial
statements in form and substance



 12














 


substantially similar to
those that would otherwise be required to be included in reports required by
Section 13(a) or 15(d) of the Exchange Act, as well as any other information
required thereby, in the time period that such filings would have been required
to have been made under the Exchange Act. The Company further covenants that it
will take such further action as any Holder may reasonably request in writing,
all to the extent required from time to time to enable such Person to sell
Shares and Warrant Shares without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act, including compliance with the provisions of the Purchase
Agreement relating to the transfer of the Shares and Warrant Shares (or any
securities issued in exchange or replacement therefore). Upon the request of
any Holder, in writing, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with
such requirements.


7.             Miscellaneous.


(a)           Remedies. In the event of a
breach by the Company or by a Holder, of any of their 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, will be entitled to specific performance of its
rights under this Agreement. The Company and each Holder agree 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 waive the defense that a remedy at law would be
adequate.


(b)           No Inconsistent Agreements.
Except as otherwise disclosed in the Purchase Agreement, neither the Company
nor any of its subsidiaries is a party to an agreement currently in effect, 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 is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Without limiting the generality
of the foregoing, without the written consent of the Holders of a majority of
the then outstanding Registrable Securities, the Company shall not grant to any
Person the right to request the Company to register any securities of the
Company under the Securities Act unless the rights so granted are subject in
all respects to the prior rights in full of the Holders set forth herein, and
are not otherwise in conflict with the provisions of this Agreement.


(c)           Notice of Effectiveness.
Within five (5) Business Days after the Registration Statement which includes
the Registrable Securities is ordered effective by the Commission, 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 Holders
whose Registrable Securities are included in such Registration Statement)
confirmation that the Registration Statement has been declared effective by the
Commission in the form attached hereto as Exhibit B.


(d)           Piggy-Back Registrations. If
at any time (after the Exchange Date) when there is not an effective
Registration Statement covering all of the Registrable Securities, the



 13
 






 



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 its 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 stock
option or other employee benefit plans, the Company shall send to each Holder
of Registrable Securities written notice of such determination and, if within
seven (7) Business Days after receipt of such notice, any such Holder shall so
request in writing (which request shall specify the Registrable Securities
intended to be disposed of by the Holder), the Company will cause the registration
under the Securities Act of all Registrable Securities which the Company has
been so requested to register by the Holder, to the extent required to permit
the disposition of the Registrable Securities so to be registered, provided
that if at any time after giving written notice of its intention to register
any securities and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to such Holder
and, thereupon, (i) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay expenses in
accordance with Section 4 hereof), and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any Registrable
Securities being registered pursuant to this Section 7(d) for the same period
as the delay in registering such other securities. The Company shall include in
such registration statement all or any part of such Registrable Securities such
Holder requests to be registered; provided, however, that the Company shall not
be required to register any Registrable Securities pursuant to this Section
7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act.
In the case of an underwritten public offering, if the managing underwriter(s)
or underwriter(s) should reasonably object to the inclusion of the Registrable
Securities in such registration statement, then if the Company after
consultation with the managing underwriter should reasonably determine that the
inclusion of such Registrable Securities, would materially adversely affect the
offering contemplated in such registration statement, and based on such
determination recommends inclusion in such registration statement of fewer or
none of the Registrable Securities of the Holders, then (x) the number of
Registrable Securities of the Holders included in such registration statement
shall be reduced pro-rata among such Holders (based upon the number of
Registrable Securities requested to be included in the registration), if the
Company after consultation with the underwriter(s) recommends the inclusion of
fewer Registrable Securities, or (y) none of the Registrable Securities of the
Holders shall be included in such registration statement, if the Company after
consultation with the underwriter(s) recommends the inclusion of none of such
Registrable Securities; provided, however, that if securities are being offered
for the account of other persons or entities as well as the Company, such
reduction shall not represent a greater fraction of the number of Registrable
Securities intended to be offered by the Holders than the fraction of similar
reductions imposed on such other persons or entities (other than the
Company).  The Company shall have no
obligations under this Section 7(d) with respect to its existing Registration
Statement on file with the Commission (File No. 333-134084), and any
amendments or supplements thereto.



 14
 






 



(e)           Specific
Enforcement, Consent to Jurisdiction.


(i)            The Company and the Holders
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 the
parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity.


(ii)           Each of the Company and the Holders
(i) hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts located in Los Angeles, California for the purposes of any suit,
action or proceeding arising out of or relating to this Agreement and (ii)
hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Each of the Company
and the Holders consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
in this Section 7(e) shall affect or limit any right to serve process in
any other manner permitted by law.


(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 at least a majority of the
Registrable Securities. 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 Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders 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 immediately preceding sentence.


(g)           Notices. Any and all notices
or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (a) one Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number set forth
on the signature pages attached hereto prior to 2:00 p.m. (San Diego time) on a
Trading Day, (b) two Trading Days after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 2:00 p.m. (San Diego time) on any Trading Day, (c) the fourth
Trading Day following the date of shipment, if sent by internationally
recognized overnight courier service, or (d) upon actual receipt by the party
to whom such notice is required to be given. 
The address for such notices and communications shall be as set forth on
the signature pages attached hereto. The Company shall, concurrently with
providing any notice in the manner set forth in the preceding two



 15
 






 



sentences, transmit a
copy of such notice (which copy shall not, by itself, be deemed to constitute
notice hereunder) by email to such email address as is set forth on Schedule
1 hereto).


The addresses for
such communications shall be with respect to each Holder at its address set
forth under its name on Schedule 1 attached hereto, or with respect to
the Company, addressed to:


Inovio Biomedical
Corporation


11494 Sorrento Valley
Road


San Diego, CA 92121-1334


Attention:     Peter
Kies


Chief Financial
Officer


Facsimile No.: 
858-597-0451


or to such other address
or addresses or facsimile number or numbers as any such party may most recently
have designated in writing to the other parties hereto by such notice. Copies
of notices to the Company shall be sent to Kirkpatrick & Lockhart,
Nicholson Graham, LLP, 10100 Santa Monica Boulevard, 7th Floor, Los Angeles,
CA, 90067, Attention: Mark A. Klein, Esq, Facsimile: 310- 552-5001. Copies of
notices to any Holder shall be sent to the addresses, if any, listed on Schedule
1 attached hereto. Copies of notices to the Lead Purchaser shall be sent to
Fenwick & West LLP, 801 California Street, Mountain View, California 94041,
Attention: Barry Kramer and David Michaels, Facsimile: 650-938-5200.


(h)           Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns and shall inure to the benefit of each
Holder and its successors and assigns; provided, that the Company may not
assign this Agreement or any of its rights or obligations hereunder without the
prior written consent of Holders holding a majority of the Registrable
Securities; and provided, further, that each Holder may assign its rights
hereunder in the manner and to the Persons as permitted under the Purchase
Agreement and Section 7(i).


(i)            Assignment of Registration Rights.
The rights of each Holder hereunder, including the right to have the Company
register for resale Registrable Securities in accordance with the terms of this
Agreement, shall be automatically assignable by each Holder to any transferee
of such Holder of all or a portion of the Warrants or the Registrable
Securities if: (i) the Holder agrees in writing with the transferee or assignee
to assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment, (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being transferred
or assigned, (iii) following such transfer or assignment the further
disposition of such securities by the transferee or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of
this Section 7(i), the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions of this Agreement, and (v) such
transfer shall have been made in accordance with the applicable requirements of
the



 16
 






 



Purchase Agreement and
applicable securities legislation. The rights to assignment shall apply to the
Holders (and to subsequent) successors and assigns.


The Company may
require, as a condition of allowing such assignment in connection with a
transfer of Warrants or Registrable Securities (i) that the Holder or
transferee of all or a portion of the Warrants or the Registrable Securities as
the case may be, furnish to the Company a written opinion of counsel that is
reasonably acceptable to the Company to the effect that such transfer may be
made without registration under the Securities Act, (ii) that the Holder or
transferee execute and deliver to the Company an investment letter in form and
substance acceptable to the Company and substantially in the form attached as Exhibit
C to the Warrants and (iii) that the transferee be (A) an “accredited
investor” as defined in Rule 501(a) promulgated under the Securities Act, (B) a
non-US Person (within the meaning of Regulation S promulgated under the
Securities Act, or (C) an affiliate of the Holder, as defined and applied under
Rule 501(b) of Regulation D under the Securities Act.


(j)            Counterparts; Facsimile. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile
signature were the original thereof.


(k)           Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California, without regard to principles of conflicts of law thereof.


(l)            Cumulative Remedies. The
remedies provided herein are cumulative and not exclusive of any 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 in any
respect, 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
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; Interpretation. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.  Any form of the word “include”
as used in this Agreement shall be deemed to be followed by the phrase “without
limitation”.


(o)           Registrable Securities Held by the
Company and its Affiliates. Whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required



 17
 






 



hereunder, Registrable
Securities held by the Company or its Affiliates (other than any Holder or
transferees or successors or assigns thereof if such Holder is deemed to be an
Affiliate solely by reason of its holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


(p)           Obligations of Purchasers. The
Company acknowledges that the obligations of each Purchaser under this
Agreement, are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under this Agreement.  The decision of each Purchaser to enter into
to this Agreement has been made by such Purchaser independently of any other
Purchaser.  The Company further
acknowledges that nothing contained in this Agreement, and no action taken by
any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated
hereby.  Each Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation,
the rights arising out of this Agreement, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any proceeding for such
purpose.


Each party hereto
acknowledges that Fenwick & West LLP is legal counsel to the Lead Purchaser
and not any other Purchaser.  For reasons
of administrative convenience only, the Purchasers acknowledge and agree that
they and their respective counsel have chosen to communicate with the Company
through the Lead Purchaser.  The Company
acknowledges that this Agreement in no way creates a presumption that the
Purchasers are in any way acting in concert or as a group with respect to this
Agreement or the transactions contemplated hereby or thereby.


[signature page follows]



 18
 






 



IN WITNESS
WHEREOF, the parties hereto have caused this Registration Rights Agreement to
be duly executed by their respective authorized persons as of the date first
indicated above.


	
  COMPANY:

  
	
   

  
	
  INOVIO
  BIOMEDICAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
    /s/ Avtar Dhillon

  	
   

  
	
  Name: Avtar
  Dhillon, MD

  
	
  Title: President
  & CEO

  



 



 19
 






 



 


	
  PURCHASER:

  
	
   

  
	
  Print Exact
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  by purchasers listed in the attached schedule

  	
   

  
	
  Name:

  
	
  Title:

  
					



 


 


[Omnibus
Inovio Biomedical Corporation Registration Rights Agreement Signature Page]



 20
 






 



 


SCHEDULE 1


REGISTRATION
RIGHTS AGREEMENT


Purchasers and
Shares of Common Stock and Warrants


	
  Name, Address, Phone/Fax Number, 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  and Email of Purchaser, and

  	
   

  	
   

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Total

  	
   

  
	
  Registration Instructions

  	
   

  	
  Copies of Notices to

  	
   

  	
  Issued

  	
   

  	
  Warrants Underlying

  	
   

  	
  Subscription

  	
   

  
	
  ATP Investments Limited

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  823,045

  	
   

  	
  288,065

  	
   

  	
  USD$

  	
  1,999,999.35

  	
   

  
	
  80 Raffles Place, #51-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 048624

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Patrick gan

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 65383345

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65368129

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: patrickgan@atpcap.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evia Growth Opportunities
  Limited

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  411,522

  	
   

  	
  144,032

  	
   

  	
  USD$

  	
  999,998.46

  	
   

  
	
  80 Raffles Place, #51-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 048624

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Patrick gan

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 65383345

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65368129

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: kclow@eviacp.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aventures 1 Pte Ltd

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  102,880

  	
   

  	
  36,008

  	
   

  	
  USD$

  	
  249,998.4

  	
   

  
	
  No. 1 Shenton Way, #16-03

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 068803

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Koh Eng Hong

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 62210839

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 62205078

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: keh@aventures-capital.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Skyven Growth Capital Fund Pte
  Ltd

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  102,880

  	
   

  	
  36,008

  	
   

  	
  USD$

  	
  249,998.4

  	
   

  
	
  2 Alexandra Road, #06-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta House, Singapore 159919

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 63717088

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 62720602

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: peter@skyven.com

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Institutional Trust
  Services 

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  205,761

  	
   

  	
  72,016

  	
   

  	
  USD$

  	
  499,999.23

  	
   

  
	
  (Singapore) Limited, as trustee
  of Pre-IPO

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fund

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21 Collyer Quay, #14-01 HSBC

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building, Singapore 049320

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 64394488

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65345526

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: irenetntay@hsbc.com.sg;
  craigparkinson@hsbc.com.sg

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raintree Fund 1 Pte Ltd

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  514,403

  	
   

  	
  180,041

  	
   

  	
  USD$

  	
  1,249,999.29

  	
   

  
	
  5 Shenton Way, #11-08, UIC Building

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 068808

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 63194999

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 62265206

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: jonathantay@westcombfinancial.com

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broadven Limited

  	
   

  	
  Fenwick & West LLP

  	
   

  	
  41,153

  	
   

  	
  14,403

  	
   

  	
  USD$

  	
  100,001.79

  	
   

  
	
  80 Raffles Place, #51-02

  	
   

  	
  Embarcadero Center West

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore 048624

  	
   

  	
  275 Battery Street

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention: Ng Tee Khiang

  	
   

  	
  San Francisco, CA 94111

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: +(65) 65383345

  	
   

  	
  Attn: David Michaels, Esq.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax: +(65) 65368129

  	
   

  	
  Tel: (415) 875-2455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email: ntk@broadven.com

  	
   

  	
  Fax: (415) 281-1350

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Email: dmichaels@Fenwick.com

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  2,201,644

  	
   

  	
  770,573

  	
   

  	
  USD$

  	
  5,349,994.92

  	
   

  
												



 



 21
 






 



EXHIBIT A


PLAN OF
DISTRIBUTION



 22
 






 



EXHIBIT B


FORM OF NOTICE OF
EFFECTIVENESS OF REGISTRATION STATEMENT



 23