SETTLEMENT THAT DOES NOT INCLUDE AS AN UNCONDITIONAL
TERM THEREOF THE GIVING BY THE CLAIMANT OR PLAINTIFF TO SUCH INDEMNIFIED PARTY
OF A RELEASE FROM ALL LIABILITY IN RESPECT TO SUCH CLAIM OR LITIGATION.
2.9
ASSIGNMENT OF REGISTRATION RIGHTS.
THE RIGHTS
TO CAUSE THE COMPANY TO REGISTER REGISTRABLE SECURITIES PURSUANT TO THIS
SECTION 2 MAY BE ASSIGNED BY THE INVESTOR; PROVIDED THAT THE INVESTOR MAY NOT
ASSIGN ITS REGISTRATION RIGHTS UNDER THIS SECTION 2 IN WHOLE OR IN PART TO
(A) ANY INDIVIDUALS OR ENTITIES WHOSE BUSINESS IS COMPETITIVE, IN WHOLE OR IN
SUBSTANTIAL PART, WITH THE BUSINESS OF THE COMPANY (EXCEPT TO THE EXTENT SUCH
TRANSFER IS TO PBL OR ANY OF ITS DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARIES),
(B) INDIVIDUALS, ENTITIES OR ORGANIZATIONS (INCLUDING GOVERNMENTS OR
GOVERNMENTAL AGENCIES OR ORGANIZATIONS) THEN APPEARING ON THE LIST OF SPECIALLY
DESIGNATED NATIONAL AND BLOCKED PERSONS MAINTAINED BY THE U.S. OFFICE OF FOREIGN
ASSETS CONTROL ("OFAC") OR ENTITIES OR INDIVIDUALS, TRANSFER OF SUCH RIGHTS TO
WHOM MIGHT REASONABLY BE EXPECTED TO HAVE AN ADVERSE EFFECT ON THE ABILITY OF
THE COMPANY TO BID FOR AND RECEIVE GRANTS OR CONTRACTS FROM THE UNITED STATES
GOVERNMENT, AND (C) ENTITIES OR ORGANIZATIONS THEN CONTROLLED BY SUCH
INDIVIDUALS OR HAVING THEIR REGISTERED OFFICE, HEADQUARTERS OR PRIMARY PLACE OF
BUSINESS LOCATED IN A NATION THAT IS THEN SUBJECT TO AN OFAC SANCTIONS PROGRAM;
PROVIDED THAT ASSIGNMENT OF REGISTRATION RIGHTS IN CONNECTION WITH
NON-NEGOTIATED BONA FIDE SALES OF SHARES ON THE TRADING MARKET ("NON-NEGOTIATED
BONA FIDE SALES"), WHICH, FOR THE SAKE OF CLARITY, SHALL NOT INCLUDE NEGOTIATED
BLOCK SALES, ARE EXCLUDED FROM THIS RESTRICTION ON ASSIGNMENT.
IN THE EVENT OF
ANY
ASSIGNMENT (EXCEPT IN CONNECTION WITH NON-NEGOTIATED BONA FIDE SALES), THE
ASSIGNEE SHALL AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IMPOSED ON
THE INVESTOR UNDER SECTION 2 OF THIS AGREEMENT AND SECTION 27 OF THE SECURITIES
PURCHASE AGREEMENT AND UNDER THE WARRANT.
2.10
AMENDMENT OF REGISTRATION RIGHTS.
ANY PROVISION OF
THIS SECTION 2 MAY BE AMENDED, AND THE OBSERVANCE THEREOF MAY BE WAIVED (EITHER
GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR
PROSPECTIVELY), ONLY WITH THE WRITTEN CONSENT OF THE COMPANY AND THE INVESTOR.
ANY AMENDMENT OR WAIVER EFFECTED IN ACCORDANCE WITH THIS SECTION 2.10 SHALL BE
BINDING UPON THE INVESTOR AND THE COMPANY.
SECTION 3.
PRE-EMPTIVE RIGHTS
3.1
SUBSEQUENT OFFERINGS.
FOR A PERIOD OF THREE
(3) YEARS FROM THE DATE OF THIS AGREEMENT, THE INVESTOR SHALL HAVE THE
PRE-EMPTIVE RIGHT TO PURCHASE ITS EQUITY PERCENTAGE OF ALL EQUITY SECURITIES
THAT THE COMPANY MAY, FROM TIME TO TIME, PROPOSE TO SELL AND ISSUE IN ANY SALE
THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AFTER THE DATE OF THIS
AGREEMENT, OTHER THAN THE EQUITY SECURITIES EXCLUDED BY SECTION 3.5 HEREOF.
THE
TERM "EQUITY SECURITIES" SHALL MEAN (I) ANY COMMON STOCK OR PREFERRED STOCK OF
THE COMPANY ("PREFERRED STOCK"), (II) ANY SECURITY CONVERTIBLE, WITH OR WITHOUT
CONSIDERATION, INTO ANY COMMON STOCK OR PREFERRED STOCK
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(INCLUDING ANY OPTION TO PURCHASE SUCH A