REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2013, is by and among Morria Biopharmaceuticals
PLC, a public limited company formed under the laws of England and Wales (the “Company”), and each of the
undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).


 


RECITALS


 


A.In connection
with the Securities Purchase Agreement by and among the parties hereto, dated as of January 17, 2013 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Buyer (i) the Shares (as defined in the Securities Purchase Agreement), and (ii) the Warrants
(as defined in the Securities Purchase Agreement), which will be exercisable to purchase Warrant Shares (as defined in the Securities
Purchase Agreement) in accordance with the terms of the Warrants.


 


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


 


AGREEMENT


 


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


 


		1.	Definitions.



 


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


 


(a)“ADSs”
means American depositary shares or receipts representing the Ordinary Shares.


 


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


 


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


 


(d)“Company
Counsel” means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


 


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






    	 



    	 



    

 


(f)“Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) 90th calendar day after the Filing Deadline (or the 135th calendar day after the Filing
Deadline in the event that such Registration Statement is subject to Full Review by the SEC, provided that if the Company is required
to include audited financial statements for fiscal year 2012 in such Registration Statement, then such deadline shall be the 165th
calendar day), and (B) 3rd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such Registration Statement will not be reviewed or will not be subject to further review, and (ii) with respect to
any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier
of the (A) 90th calendar day following the date on which the Company was required to file such additional Registration
Statement and (B) 3rd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC
that such Registration Statement will not be reviewed or will not be subject to further review.


 


(g)“Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the 30th calendar day after the Offering Expiration Date, provided that if the Company is required to include audited
financial statements for fiscal year 2012 in such Registration Statement, then the Filing Date shall be the 60th calendar day after
the Offering Expiration Date and (ii) with respect to any additional Registration Statements that may be required to be filed by
the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement
pursuant to the terms of this Agreement.


 


(h)“Full
Review” in respect of any Registration Statement shall mean an instance where the staff of the SEC does not inform the
Company either that the Registration Statement will not be reviewed or that such review will be on a limited, monitor or expedited
(or other similar) basis.


 


(i)“Initial
Quotation Date” means the date on which the Company obtains the listing or quotation of the Ordinary Shares or ADSs on
the Principal Market in accordance with Section 5(f) of the Securities Purchase Agreement.


 


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


 


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


 


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






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


 


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


 


(o)“Required
Holders” means the holders of at least a majority of the Registrable Securities.


 


(p)“Required
Registration Amount” means the Shares and 133% of the maximum number of Warrant Shares issued and issuable pursuant to
the Warrants as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without
taking into account any limitations on the exercise of the Warrants set forth therein), all subject to adjustment as provided in
Section 2(d).


 


(q)“Rule
144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company
to the public without registration.


 


(r)“Rule
415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


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


 


		2.	Registration.



 


(a)Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC an initial Registration Statement on Form F-1 covering the resale of all of the Registrable Securities; provided that such
initial Registration Statement shall register for resale at least the number of Ordinary Shares equal to the Required Registration
Amount as of the date such Registration Statement is initially filed with the SEC; and provided further that the Company shall
use such other form as is required by Section 2(c) once the Company becomes eligible to use such form. Such initial Registration
Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except
if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have such
initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement,
declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such
Registration Statement.






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(b)[Reserved]


 


(c)Use of Form
F-3. In the event that the Company becomes eligible to use Form F-3 for the registration of the resale of Registrable Securities
hereunder, the Company shall undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is
available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such
time as a Registration Statement on Form F-3 covering the resale of all the Registrable Securities has been declared effective
by the SEC.


 


(d)Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated
portion of the Registrable Securities pursuant to Section 2(g), the Company shall amend such Registration Statement (if permissible),
or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment
or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the
necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff will permit such
amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC).
The Company shall use its best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement
(as the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no event later
than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number
of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of Ordinary Shares available for resale under the applicable Registration Statement is less than the
product determined by multiplying (x) the Required Registration Amount as of such time by (y) 0.90. The calculation set forth in
the foregoing sentence shall be made without regard to any limitations on exercise of the Warrants (and such calculation shall
assume that the Warrants are then fully exercisable for Ordinary Shares at the then-prevailing applicable Exercise Price).


 






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(e)Effect of
Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering
the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section
2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing
Deadline for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files
a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section
3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing
Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness
Failure”) (it being understood that if on the Business Day immediately following the Effective Date for such Registration
Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under
Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is technically required by such rule), the Company
shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other
than during an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration Statement, sales
of all of the Registrable Securities required to be included on such Registration Statement (disregarding any reduction pursuant
to Section 2(f)) cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to
keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant
to such Registration Statement, on or after the Initial Quotation Date a suspension or delisting of (or a failure to timely list)
the Ordinary Shares on an Eligible Market (as defined in the Securities Purchase Agreement), or a failure to register a sufficient
number of Ordinary Shares or by reason of a stop order) or the prospectus contained therein is not available for use for any reason
(a “Maintenance Failure”), or (iii) at any time when a Registration Statement is not effective for any reason
or the prospectus contained therein is not available for use for any reason, the Company fails to file with the SEC any required
reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if
applicable) (a “Current Public Information Failure”) as a result of which any of the Investors are unable to
sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial
relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying Ordinary
Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each
holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of such Investor’s
Purchase Price on the Closing Date (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current
Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing
Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such
Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public
Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each
case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall
be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Following
the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure,
as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured
prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third
(3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner
in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent
(1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary herein, no Current
Public Information Failure shall be deemed to exist prior to the Self Filing Effective Date. Notwithstanding the foregoing, no
Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension
of listing or quotation or delisting of (or a failure to timely list or quote) the Ordinary Shares on the Principal Market) with
respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction
under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required
by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).






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(f)Offering.
Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”)
or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting
an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC
do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such
an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise
may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce
the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall
reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities
otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set
of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position,
in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a
set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number
of shares by all such Investors).  In addition, in the event that the Staff or the SEC requires any Investor seeking to sell
securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in
order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter
in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities
to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification
or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first
reduce all securities that are not Registrable Securities (including securities included in such Registration Statement pursuant
to a Permitted Registration (as defined in the Securities Purchase Agreement)), if any such securities are permitted by the Required
Holders to be included in accordance with the terms of this Agreement. In the event of any reduction in Registrable Securities
pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the
Company signed by such Investor, the Company to file a registration statement within thirty (30) calendar days of such request
(subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in
a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration
statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each
case, until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an
effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold
by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account
of any Staff position with respect to “affiliate” status) and without the need for current public information required
by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration
Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore
been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence
may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit
the resale thereof by such Investor as contemplated above). Any reduction made to securities included in a Registration Statement
in accordance with this Section 2(f) shall not constitute a Filing Failure, Effectiveness Failure or a Maintenance Failure and
shall not be subject to the payment requirements under Section 2(e).






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


 


(h)Inclusion
of Other Securities. Other than as set forth in this Agreement, in no event shall the Company include any securities other
than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. Until the
Applicable Date (as defined in the Securities Purchase Agreement), other than in respect of any Permitted Registration, the Company
shall not enter into any agreement providing any registration rights to any of its security holders that have any priority to any
of the Investor’s rights contained in this Agreement or adversely affect any Investor’s rights under this Agreement.
Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted, at any time, to file and cause to become
effective another registration statement for the registration of Ordinary Shares (and/or warrants to purchase Ordinary Shares)
that do not constitute Registrable Securities, or to include such securities in one or more Registration Statements, in connection
with a Permitted Registration.


 


		3.	Related Obligations.



 


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






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(a)The Company
shall prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no event later
than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become effective as soon
as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the
Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to Rule
415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all
times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required to
be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(f)) without restriction pursuant to
Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule
144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall have sold all of the Registrable Securities
covered by such Registration Statement (the “Registration Period”). Notwithstanding anything to the contrary
contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration Statement
(including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all
amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose (whether
directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding
the Company and its securities.


 


(b)Subject to Section
3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including,
without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in
connection with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933
Act, as may be necessary to keep each such Registration Statement effective at all times during the Registration Period for such
Registration Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement; provided, however, by 9:30 a.m. (New York time) on the Business Day immediately
following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final
prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus
is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required
to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 20-F, Form 6-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934
Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable,
or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement such Registration Statement.






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(c)The Company
shall (A) permit each Investor to review and provide comments to the Company and Company Counsel, with respect to (i) each Registration
Statement at least two (2) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration
Statement (including, without limitation, the prospectus contained therein) (except for Reports on Form 20-F, Form 6-K, and any
similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which the Required Holders reasonably objects. The Company shall promptly
to the Investors, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives
relating to each Registration Statement, provided that such correspondence shall not contain any material, non-public information
regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same is
prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including,
without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor,
and all exhibits (unless such Registration Statement is available on EDGAR) and (iii) upon the effectiveness of each Registration
Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto.


 


(d)The Company
shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, all exhibits and each preliminary prospectus (unless such Registration Statement is
available on EDGAR), (ii) upon the effectiveness of each Registration Statement, ten (10) copies of the prospectus included in
such Registration Statement and all amendments and supplements thereto (unless such Registration Statement is available on EDGAR)
and (iii) such other documents, including, without limitation, copies of any preliminary or final prospectus, as such Investor
may reasonably request from time to time (unless such document is available on EDGAR) in order to facilitate the disposition of
the Registrable Securities owned by such Investor.


 


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






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(f)The Company
shall notify each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event,
as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly
prepare a supplement or amendment to such Registration Statement and such prospectus contained therein to correct such untrue statement
or omission and deliver ten (10) copies of such supplement or amendment to each Investor (or such other number of copies as such
Investor may reasonably request) (unless such supplements or amendments are available on EDGAR). The Company shall also promptly
notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed,
when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when the Company
receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC,
(ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information,
(iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate;
and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information
relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond
as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto
(it being understood and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than
ten (10) Business Days after the receipt thereof).


 


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


 


(h)[RESERVED]






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(i)If any Investor
may be required under applicable securities law to be described in any Registration Statement as an underwriter and such Investor
consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection
by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such
Investor (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary
by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any
disclosure (except to such Investor) or use of any Record or other information which the Company’s board of directors determines
in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under
the 1933 Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or
government body of competent jurisdiction, or (3) the information in such Records has been made generally available to the public
other than by disclosure in violation of this Agreement or any other Transaction Document (as defined in the Securities Purchase
Agreement). Such Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any) shall be deemed to limit
any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and
regulations.


 


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


 


(k)Without limiting
any obligation of the Company under the Securities Purchase Agreement, on and after the Initial Quotation Date, the Company shall
use its best efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement or ADSs to be
listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any,
if the listing of such Registrable Securities or ADSs is then permitted under the rules of such exchange, (ii) secure designation
and quotation of all of the Registrable Securities or ADSs covered by each Registration Statement on the OTC Bulletin Board, or
(iii) if, despite the Company’s best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in
satisfying the preceding clauses (i) or (ii), without limiting the generality of the foregoing, to use its best efforts to arrange
for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”)
as such with respect to such Registrable Securities. In addition, the Company shall cooperate with each Investor and any broker
or dealer through which any such Investor proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant
to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses in connection with satisfying its
obligations under this Section 3(k).






    	11



    	 



    

 


(l)The Company
shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case
may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request, or,
if requested by an Investor and the Ordinary Shares or ADSs are traded through the facilities of the DTC (as defined below), credit
such aggregate number of Registrable Securities or ADSs to be offered by such Investor to such Investor’s or its designee’s
balance account with The Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian system.


 


(m)If requested
by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r)
hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests
to be included therein, but only as to which information the Company Counsel agrees (which agreement shall not be unreasonably
withheld), relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably
requested by an Investor holding any Registrable Securities.


 


(n)The Company
shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(o)The Company
shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close
of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of
Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of each Registration Statement.


 


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


 


(q)Within one (1)
Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall
deliver, and shall cause Company Counsel to deliver, to the transfer agent for such Registrable Securities (with copies to the
Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit A.






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(r)Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of
a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company
or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the
Company, in the best interest of the Company and, in the opinion of Company Counsel, otherwise required (a “Grace Period”),
provided that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public information
giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public
information to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace
Period ends, provided further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty
five (365) day period all such Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day of any Grace
Period must be at least five (5) Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist
during the thirty (30) Trading Day period immediately following the Effective Date of such Registration Statement (provided that
such thirty (30) Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof
contemplated by this proviso during which such Registration Statement is not effective or the prospectus contained therein is not
available for use) (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period
above, such Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) above and
shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) above and the date referred
to in such notice. The provisions of the first sentence of Section 3(f) and the provisions of Section 3(g) hereof shall not be
applicable during the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound
by the first sentence of Section 3(f) and the provisions of Section 3(g) with respect to the information giving rise thereto unless
such material, non-public information is no longer applicable. Notwithstanding anything to the contrary contained in this Section
3(r), the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of an Investor in accordance
with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which
such Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration
Statement (unless an exemption from such prospectus delivery requirement exists), prior to such Investor’s receipt of the
notice of a Grace Period and for which the Investor has not yet settled.


 


		4.	Obligations of the Investors.



 


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






    	13



    	 



    

 


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


 


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


 


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


 


		5.	Expenses of Registration.



 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any), blue sky fees and fees and disbursements of counsel for the Company shall be paid by the Company.
The Company shall have no obligation to pay the expenses of any Investor incurred in connection with any registration, filing or
qualification pursuant to Sections 2 and 3 of this Agreement.






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		6.	Indemnification.



 


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






    	15



    	 



    

 


(b)In connection
with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will
reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating
or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect
to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed, provided further
that such Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to such Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 


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






    	16



    	 



    

 


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


 


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


 


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






    	17



    	 



    

 


		7.	Contribution.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the
fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person
is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall
be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received
by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding
the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess of the amount
by which the net proceeds actually received by such Investor from the applicable sale of the Registrable Securities subject to
the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would otherwise be required
to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding
the foregoing, the contribution agreement contained in this Section 7 shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed


 


		8.	Reports Under the 1934 Act.



 


With a view to making
available to the Investors the benefits of Rule 144, on and after the Self Filing Effective Date, the Company agrees to:


 


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


 


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


 


(c)furnish to each
Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if
true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy of
the most recent Form 20-F of the Company and such other reports and documents so filed by the Company with the SEC if such reports
are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.






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		9.	Assignment of Registration Rights.



 


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


 


		10.	Amendment of Registration Rights.



 


Provisions of this
Agreement may be amended only with the written consent of the Company and the Required Holders. Any amendment effected in accordance
with this Section 10 shall be binding upon each Investor and the Company, provided that no such amendment shall be effective to
the extent that it (1) applies to less than all of the holders of the holders of Registrable Securities, (2) imposes any obligation
or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s
sole discretion) or (3) applies retroactively. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party, provided that the Required Holders (in a writing signed by all of the Required Holders) may
waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions
of this Section 10 shall be binding on each Investor, provided that no such waiver shall be effective to the extent that it (1)
applies to less than all the Investors (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability
on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s
sole discretion). 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.


 


		11.	Miscellaneous.



 


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


 


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






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	 	If to the Company:
	 	 
	 	 	Mark Cohen
	 	 	Chairman of the Board – Morria Biopharmaceuticals PLC
	 	 	c/o Pearl Cohen Zedek Latzer, LLP
	 	 	1500 Broadway
	 	 	New York, NY 10036
	 	 	Telephone:  (646) 878-0804
	 	 	Facsimile:  (646) 878-0801
	 	 	Email: markc@pczlaw.com
	 	 	 
	 	With a copy (for informational purposes only) to:
	 	 
	 	 	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 	 	666 Third Avenue
	 	 	New York, NY 10017
	 	 	Telephone:  (212) 935-3000
	 	 	Facsimile:  (212) 983-3115
	 	 	Attention:  Kenneth R. Koch, Esq.
	 	 	                  Jeffrey P. Schultz, Esq.


 


			



 


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


 


(c)Failure of any
party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.






    	20



    	 



    

 


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


 


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


 


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






    	21



    	 



    

 


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


 


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


 


(i)Each party shall
do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


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


 


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






    	22



    	 



    

 


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


 


[signature pages follow]






    	23



    	 



    

 


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


 


 


	 	COMPANY:
	 	 	 
	 	morria biopharmaceuticals plc
	 	 	 
	 	 	 
	 	 	 
	 	By:	
	 		Name: Yuval Cohen
	 		Title: President


 






    	 



    	 



    

 


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


 


	 	
        BUYERS:

         

	 	
        Name of Buyer: __________________________

         

        Signature of Authorized Signatory of Buyer: __________________________

         

        Name of Authorized Signatory: _________________________

         

        Title of Authorized Signatory: __________________________

         

	 	 
	 	 


 


	 


Signature Page to Morria RRA


 


[SIGNATURE PAGES CONTINUE]






    	 



    	 



    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


	 	 	 
	 	 	 
	 	 	 
	Attention:	 	 


 


Re:[_________________]


 


Ladies and Gentlemen:


 


[We are][I am] counsel
to Morria Biopharmaceuticals PLC, a public limited company formed under the laws of England and Wales (the “Company”),
and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders (i) ordinary shares, par value £0.01 per share (the “Ordinary
Shares” or the “Shares”) and (ii) warrants exercisable for Ordinary Shares (the “Warrants”).
Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Registrable Securities (as defined in the Registration Rights Agreement), including the Ordinary Shares issuable exercise of
the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s
obligations under the Registration Rights Agreement, on ____________ ___, 2012, the Company filed a Registration Statement on Form
F-1 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling shareholder
thereunder.


 


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


 


This letter shall serve
as our standing opinion to you that Shares and the Ordinary Shares underlying the Warrants are freely transferable by the Holders
pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance
or reissuance of such Ordinary Shares to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions
dated _________ __, 2012.


 






    	 



    	 



    

 


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


 


 


CC:[LIST NAMES OF HOLDERS]






    	 



    	 



    

 


EXHIBIT B


 


SELLING STOCKHOLDERS


 


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


 


The table below lists
the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the ordinary shares held by each of the selling
stockholders. The second column lists the number of ordinary shares beneficially owned by the selling stockholders, based on their
respective ownership of ordinary shares and warrants, as of ________, 20__, assuming exercise of the warrants held by each such
selling stockholder on that date, but taking account of any limitations on exercise set forth therein.


 


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


 


In accordance with
the terms of a registration rights agreement with the holders of the shares and the warrants, this prospectus generally covers
the resale of (i) the shares and (ii) 133% of the the maximum number of ordinary shares issuable upon exercise of the warrants
determined as if the outstanding warrants were exercised in full (without regard to any limitations on exercise contained therein)
as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the
exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the
number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling
stockholders pursuant to this prospectus.


 


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


 


	
 



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


 


 


* Table to be completed based on information provided by the
Buyers and their assignees.






    	 



    	 



    

 


PLAN OF DISTRIBUTION


 


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


 


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


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales made after the date the Registration Statement is declared effective by the SEC;



 


		·	broker-dealers may agree with a selling securityholder to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 






    	 



    	 



    

 


		·	any other method permitted pursuant to applicable law.



 


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


 


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


 


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


 


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






    	 



    	 



    

 


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


 


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


 


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


 


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