(d) Holder shall mean any holder of Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 1.8 hereof.

               (e) Registrable Securities shall mean the (i) Common Shares, (ii) Warrant Shares, (iii) Compensation Shares, (iv) Compensation Warrant Shares, and (v) any common shares of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i), (ii), (iii) and (iv) above, provided, however, that Registrable Securities shall not include (a) any common shares of the Company which have previously been registered or which have been sold to the public either pursuant to a registered public offering or Rule 144, or (b) common shares of the Company held by a Holder that may immediately be sold under Rule 144 during any 90-day period and including Rule 144(k).

               (f) The terms register, registered and registration shall refer to a registration effected by preparing and filing the Registration Statement, and the declaration or ordering of the effectiveness of such registration statement.

               (g) Registration Expenses shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, fees and disbursements of counsel for the Holders (which shall not exceed US$10,000) and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, and the compensation of regular employees of the Company, which shall be paid in any event by the Company.

               (h) Registration Statement shall mean the registration statement filed pursuant to the Securities Act relating to the resale of the Registrable Securities by the Holders, and all amendments and supplements to such Registration Statement, including pre- and post-effective amendments.

               (i) Rule 144 shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

               (j) Securities Act shall mean the Securities Act of 1933, as amended.

               (k) Selling Expenses shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities.