Exhibit 10.4


 





REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (this "Agreement"),
dated as of __________, 2018, by and among SMTC Corporation, a Delaware corporation, with headquarters located at _________________________
(the "Company"), and the investors listed on the Schedule of Subscribers attached hereto (each, a "Subscriber"
and collectively, the "Subscribers").


 


WHEREAS:


 


A.       In
connection with the Subscription Agreement by and among the parties hereto of even date herewith (the "Subscription Agreement")
and the Financing Agreement (as hereinafter defined), the Company has agreed, upon the terms and subject to the conditions of the
Subscription Agreement, to issue to each Subscriber warrants (the "Warrants") which will be exercisable to purchase
shares of the Company's common stock, par value $0.01 per share (the "Common Stock") (as exercised, collectively,
the "Warrant Shares") in accordance with the terms of the Warrants.


 


B.       In
accordance with the terms of the Subscription 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.


 


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


 


1.       Definitions.


 


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


 


(a)       "Additional
Effective Date" means the date an Additional Registration Statement is declared effective by the SEC.


 


(b)       "Additional
Effectiveness Deadline" means the date which is the earlier of (x) the ninetieth (90th) calendar day after
the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th) Business Day after
the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement
will not be reviewed or will not be subject to further review; provided, however, that if the Additional Effectiveness
Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall
be extended to the next Business Day on which the SEC is open for business.


 






    


    


    

 


(c)       "Additional
Filing Date" means the date on which an Additional Registration Statement is filed with the SEC.


 


(d)       "Additional
Filing Deadline" means if Cutback Shares are required to be included in any Additional Registration Statement, the later
of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date, the Replacement Effective
Date, the Subsequent Effective Date or the most recent Additional Effective Date, as applicable.


 


(e)       "Additional
Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any
capital stock of the Company issued or issuable with respect to the Warrants, the Warrant Shares, or the Cutback Shares, as applicable,
as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any
limitations on the exercise of the Warrants.


 


(f)       "Additional
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of any Additional Registrable Securities.


 


(g)       "Additional
Required Registration Amount" means any Cutback Shares not previously included on a Registration Statement, all subject
to adjustment as provided in Section 2(h), without regard to any limitations on the exercise of the Warrants.


 


(h)       "Business
Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(i)       "Closing
Date" shall have the meaning set forth in the Subscription Agreement.


 


(j)       "Cutback
Shares" means any of the Initial Required Registration Amount, the Replacement Required Registration Amount, the Subsequent
Required Registration Amount or the Additional Required Registration Amount of Registrable Securities not included in all Registration
Statements previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock
of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback
Shares, in order to determine any applicable Required Registration Amount, unless an Investor gives written notice to the Company
to the contrary with respect to the allocation of its Cutback Shares, first, the Other Shares (as defined in Section 2(j)) shall
be excluded on a pro rata basis among the holders of such Other Shares until all of the Other Shares have been excluded, second,
the Company Shares (as defined in Section 2(j)) shall be excluded until all of the Company Shares have been excluded, and third,
the Warrant Shares shall be excluded on a pro rata basis among the Investors until all of the Warrant Shares have been excluded.


 


(k)       "Designee"
means TCW Asset Management Company LLC.


 






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(l)       "effective"
and "effectiveness" refer to a Registration Statement that has been declared effective by the SEC and is available
for the resale of the Registrable Securities required to be covered thereby.


 


(m)       "Effective
Date" means the Initial Effective Date, the Replacement Effective Date, the Subsequent Effective Date and the Additional
Effective Date, as applicable.


 


(n)       "Effectiveness
Deadline" means the Initial Effectiveness Deadline, the Replacement Effectiveness Deadline, the Subsequent Effectiveness
Deadline and the Additional Effectiveness Deadline, as applicable.


 


(o)       "Eligible
Market" means the Principal Market, The New York Stock Exchange, Inc., The Nasdaq Global Select Market, The Nasdaq Capital
Market or the NYSE American.


 


(p)       "Filing
Deadline" means the Initial Filing Deadline, the Replacement Filing Deadline, the Subsequent Filing Deadline and the Additional
Filing Deadline, as applicable.


 


(q)       "Financing
Agreement" means that certain Financing Agreement of even date herewith by and among the Company, certain other loan parties
thereto, the lenders from time to time party thereto, TCW Asset Management Company LLC, as administrative agent for lenders thereunder,
and as collateral agent for the lenders thereunder, as amended, amended and restated, supplemented or otherwise modified from time
to time.


 


(r)       "Initial
Effective Date" means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(s)       "Initial
Effectiveness Deadline" means the date which is the earlier of (x) the ninetieth (90th) calendar day after
the earlier of the Initial Filing Date and the Initial Filing Deadline and (y) the fifth (5th) Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Initial Registration Statement will
not be reviewed or will not be subject to further review; provided, however, that if the Initial Effectiveness Deadline
falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness Deadline shall be extended
to the next Business Day on which the SEC is open for business.


 


(t)       "Initial
Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.


 


(u)       "Initial
Filing Deadline" means the date which is sixty (60) calendar days after the Closing Date.


 


(v)       "Initial
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial/Replacement Registrable Securities.


 






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(w)       "Initial/Replacement
Registrable Securities" means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital
stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise
of the Warrants.


 


(x)       "Initial
Required Registration Amount" means 125% the maximum number of Warrant Shares issued and issuable pursuant to the Warrants,
calculated as of the Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided
in Section 2(h), without regard to any limitations on the exercise of the Warrants.


 


(y)       "Investor"
means a Subscriber or any transferee or assignee thereof to whom a Subscriber 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 assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


 


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


 


(aa)"Principal
Market" means The Nasdaq Global Market.


 


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


 


(cc)"Registrable Securities"
means the Initial/Replacement Registrable Securities, the Subsequent Registrable Securities and the Additional Registrable Securities.


 


(dd)"Registration Statement"
means the Initial Registration Statement, the Replacement Registration Statement, the Subsequent Registration Statement and the
Additional Registration Statement, as applicable.


 


(ee)"Replacement Effective Date"
means the date that the Replacement Registration Statement has been declared effective by the SEC.


 


(ff)"Replacement Effectiveness Deadline"
means the date which is the earlier of (x) the ninetieth (90th) calendar days after the earlier of the Replacement Filing
Date and the Replacement Filing Deadline and (y) the fifth (5th) Business Day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such Replacement Registration Statement will not be reviewed or will
not be subject to further review; provided, however, that if the Replacement Effectiveness Deadline falls on a Saturday,
Sunday or other day that the SEC is closed for business, the Replacement Effectiveness Deadline shall be extended to the next Business
Day on which the SEC is open for business.


 






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(gg)"Replacement Filing Date"
means the date on which the Replacement Registration Statement is filed with the SEC.


 


(hh)"Replacement Filing Deadline"
means the date which is sixty (60) calendar days after earlier of the Authorized Capital Increase Approval Date (as defined in
the Subscription Agreement) and the Authorized Capital Increase Stockholder Meeting Deadline (as defined in the Subscription Agreement).


 


(ii)"Replacement
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial/Replacement Registrable Securities.


 


(jj)"Replacement Required Registration
Amount" means 150% the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, calculated as of
the Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided in Section
2(h), without regard to any limitations on the exercise of the Warrants.


 


(kk)"Required Holders"
means the holders of at least a majority of the Registrable Securities and shall include the Designee so long as the Designee or
any of its Affiliates holds any Registrable Securities.


 


(ll)"Required
Registration Amount" means either the Initial Required Registration Amount, the Replacement
Required Registration Amount, the Subsequent Required Registration Amount or the Additional Required Registration Amount(s), as
applicable.


 


(mm)"Rule 415" means Rule
415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.


 


(nn)"SEC" means the United
States Securities and Exchange Commission.


 


(oo)"Subsequent
Effective Date" means the date that the Subsequent Registration Statement has been declared effective by the SEC.


 


(pp)"Subsequent Effectiveness Deadline"
means the date which is the earlier of (x) the ninetieth (90th) calendar day after the earlier of the Subsequent Filing
Date and the Subsequent Filing Deadline and (y) the fifth (5th) Business Day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such Subsequent Registration Statement will not be reviewed or will
not be subject to further review; provided, however, that if the Subsequent Effectiveness Deadline falls on a Saturday,
Sunday or other day that the SEC is closed for business, the Subsequent Effectiveness Deadline shall be extended to the next Business
Day on which the SEC is open for business.


 


(qq)"Subsequent Filing Date"
means the date on which the Subsequent Registration Statement is filed with the SEC.


 






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(rr)"Subsequent Filing Deadline"
means the date which is sixty (60) calendar days immediately following the second (2nd) anniversary of the Closing Date.


 


(ss)"Subsequent Registrable Securities"
means (i) the Warrant Shares issued or issuable upon exercise of the Warrants to the extent such Warrant Shares were not included
in the Initial Registration Statement or, after the Replacement Registration Statement is filed with the SEC, in the Replacement
Registration Statement, in each case, previously declared effective hereunder, including, without limitation the additional Warrant
Shares that become issuable upon exercise of the Warrant pursuant to Section 2(d) thereof and (ii) any capital stock of the Company
issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, in each case, without regard to any limitations on the exercise of the Warrants.


 


(tt)"Subsequent Registration Statement"
means a registration statement or registration statements of the Company filed under the 1933 Act covering the resale of the Subsequent
Registrable Securities.


 


(uu)"Subsequent Required Registration
Amount" means 150% of the additional Warrant Shares that become issuable upon exercise of the Warrants pursuant to Section
2(d) of the Warrants, calculated as of the Trading Day immediately preceding the applicable date of determination and all subject
to adjustment as provided in Section 2(h), without regard to any limitations on the exercise of the Warrants.


 


(vv)"Trading
Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock on such day, then on the principal securities exchange or securities market on which
the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


2.       Registration.


 


(a)       Initial
Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing
Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial/Replacement
Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form
as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the
provisions of Section 2(g). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the
number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Initial Registration Statement
shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling
Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable
best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later
than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the
Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Initial Registration Statement.


 






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(b)       Replacement
Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Replacement Filing
Deadline, file with the SEC the Replacement Registration Statement on Form S-3 covering the resale of all of the Initial/Replacement
Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form
as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the
provisions of Section 2(g). The Replacement Registration Statement prepared pursuant hereto shall register for resale at least
the number of shares of Common Stock equal to the Replacement Required Registration Amount determined as of the date the Replacement
Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Replacement Registration
Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and
"Selling Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall
use its reasonable best efforts to have the Replacement Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Replacement Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the
Replacement Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Replacement Registration Statement. The Company shall maintain the effectiveness
of the Initial Registration Statement then in effect until such time as the Replacement Registration Statement covering the resale
of the Replacement Required Registration Amount of Initial/Replacement Registrable Securities has been declared effective by the
SEC. The Company may withdraw the Initial Registration Statement covering the resale of the Initial Required Registration Amount
of Initial/Replacement Registrable Securities as soon as the Replacement Required Registration Amount of Initial/Replacement Registrable
Securities has been declared effective by the SEC.


 


(c)       Subsequent
Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Subsequent Filing
Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale of all of the Subsequent Registrable
Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(g). The Subsequent Registration Statement prepared pursuant hereto shall register for resale at least the number of shares
of Common Stock equal to the Subsequent Required Registration Amount determined as of the date the Subsequent Registration Statement
is initially filed with the SEC, subject to adjustment as provided in Section 2(h). The Subsequent Registration Statement shall
contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling
Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable
best efforts to have the Subsequent Registration Statement declared effective by the SEC as soon as practicable, but in no event
later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Subsequent Effective
Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection
with sales pursuant to such Subsequent Registration Statement.


 






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(d)       Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing
Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable
Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does
not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall
file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum
number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with
the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available
for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(g). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of
shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(h). Each Additional Registration
Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and
"Selling Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall
use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the
Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Additional Registration Statement.


 


(e)       Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease 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 the Registration Statement covering such initial number of Registrable
Securities or increase or decrease 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 shall be allocated a pro rata portion of the then remaining number
of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock 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.


 


(f)       Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Schulte Roth & Zabel LLP or
such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with
each other in performing the Company's obligations under this Agreement.


 






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(g)       Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


(h)       Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a), Section 2(b), Section 2(c) or Section 2(d) is insufficient to cover the Required Registration Amount of Registrable Securities
required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant
to Section 2(e), the Company shall amend the applicable Registration Statement, or file 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. The Company shall use its reasonable best
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof. 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 shares of Common Stock available
for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount
as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations
on the exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable in full into shares of
Common Stock.


 


(i)       Registration
Statement Limitations. Notwithstanding the foregoing, the Company shall not be required to effect a Registration Statement with
respect to securities that are not Registrable Securities.


 


(j)       Integrated
Offerings. The Company may include in a Registration Statement shares of Common Stock for sale for its own account (such shares,
the "Company Shares") or for the account of other security holders of the Company (such shares, the "Other
Shares"). Subject to Section 2(j), if such Registration Statement is in respect of an underwritten offering and the managing
underwriters of the requested Registration advise the Company and the Investors that in their reasonable opinion the number of
shares of Common Stock proposed to be included in such Registration Statement exceeds the number of shares of Common Stock that
can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the
offering price per share), the Company will include in such Registration Statement only such number of shares of Common Stock that
in the reasonable opinion of the managing underwriters can be sold without materially delaying or jeopardizing the success of the
offering (including the offering price per share), which shares of Common Stock will be so included in the following order of priority:
(i) first, the Registrable Securities of all Investors, on a pro rata basis among all the Investors; (ii) second, the Company
Shares and (ii) third, any Other Shares on a pro rata basis among all the holders of such Other Shares.


 






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(k)       Underwriters.
If, at the written request of the Required Holders or with the prior written consent of the Required Holders, any of the Registrable
Securities covered by a Registration are to be sold in an underwritten offering, the Company shall select the managing underwriter
or underwriters, which shall be reasonably acceptable to the Required Holders.


 


3.       Related
Obligations.


 


At such time as the Company is obligated to file
a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(c), 2(d), 2(g) or 2(h), the Company will use its reasonable
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:


 


(a)       The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its reasonable best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as
soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all
of the Registrable Securities covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and
without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii)
the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the "Registration
Period"). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) 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. The term "reasonable best efforts" shall mean, among other things, that the
Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company learns that no review
of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular
Registration Statement, as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is
immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than
two (2) Business Days after the submission of such request. The Company shall respond in writing to comments made by the SEC in
respect of a Registration Statement as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments
by or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.


 






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(b)       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company 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. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-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.


 


(c)       The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days
prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-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 Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall
not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from
the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) unless the following
are filed with the SEC through EDGAR and are available to the public through the EDGAR system, promptly after the same is prepared
and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) unless the
following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, upon the effectiveness
of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section
3.


 


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


 






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(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 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, that 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 Legal Counsel and
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.


 


(f)       The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event but in any event on the same Trading Day as 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, nonpublic information), and, subject
to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or
omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number
of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each
Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal
Counsel and each Investor by facsimile or email on the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. By 9:30
a.m. New York City time on the date following the date any post-effective amendment has become effective, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to
such Registration Statement.


 






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(g)       The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the 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 to notify Legal Counsel and each Investor who holds Registrable Securities being sold 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)       If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request
of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 


(i)       If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available
for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors
(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, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an
Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) 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, (b) 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 (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this Agreement. Each 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 any Investor) shall be deemed to limit the Investors' ability to sell Registrable
Securities in a manner which is otherwise consistent with applicable laws and regulations.


 






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(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, (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 agreement. 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 the Investor's expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.


 


(k)       The
Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement
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 is then permitted under the rules of such exchange or (ii) secure the inclusion
for quotation of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company's reasonable best efforts,
the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another
Eligible Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its reasonable 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. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(k).


 


(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 and registered in such names as the Investors may request.


 


(m)       If
requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein 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 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.


 






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(o)       The
Company shall make generally available to its security holders (including by way of filing its Annual Report on Form 10-K or Quarterly
Report on Form 10-Q as permitted pursuant to Rule 158 under the 1933 Act) 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 a Registration Statement.


 


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


 


(q)       Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the 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.


 


(r)       Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
five (5) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate
of twenty (20) days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior
Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above,
the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on
and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such
notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration
of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving
rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance
with the terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect to which an Investor
has entered into a contract for sale, prior to the Investor's receipt of the notice of a Grace Period and for which the Investor
has not yet settled.


 


(s)       Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing
with the SEC, the Principal Market or any Eligible Market and any Subscriber being deemed an underwriter by the SEC shall not relieve
the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Subscription Agreement);
provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in the "Plan
of Distribution" section attached hereto as Exhibit B in the Registration Statement.


 






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(t)       Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on
or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing
the rights granted to the Subscribers in this Agreement or otherwise conflicts with the provisions hereof.


 


4.       Obligations
of the Investors.


 


(a)       At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such
Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations
of the Company to complete any 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.


 


(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 any 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 Section 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 copies of the supplemented
or amended prospectus as 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, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Subscription Agreement in connection
with any sale of Registrable Securities with respect to which an 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 the Investor has not yet settled.


 






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(d)       Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the 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, and fees and disbursements
of counsel for the Company shall be paid by the Company. The Company shall also reimburse the Investors for the fees and disbursements
of Legal Counsel in connection with the registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which
amount shall, without the prior written consent of the Company, be limited to: (x) $10,000 for each such registration on Form S-1,
and each related filing or qualification and (y) $7,500 for each such registration on Form S-3, and each related filing or qualification.


 


6.       Indemnification.


 


In the event any Registrable Securities are included
in a Registration Statement under this Agreement:


 


(a)       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, 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, (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 or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, "Violations"). For the avoidance of doubt, the Violations set forth in this Section 6(a) are intended
to apply, and shall apply, to direct claims asserted by any Subscriber against the Company as well as any third party claims asserted
by an Indemnified Person (other than a Subscriber) against the Company. 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 the Registration
Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant
to Section 3(d); and (ii) 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 the Registrable Securities by the Investors pursuant to Section 9.


 






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(b)       In
connection with any Registration Statement in which an Investor is participating, each 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), such Investor shall reimburse the Indemnified Party for any legal
or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that 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, however, that the 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 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 the Registrable Securities by the Investors pursuant to Section 9.


 


(c)       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party 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, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable,
the representation by such counsel of the Indemnified Person or Indemnified Party, as the case may be, and the indemnifying party
would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and
any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to
in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person 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 which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully 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, that 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, 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 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 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 under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action. The provisions of this Section 6(c) shall not apply
to direct claims between the Company and a Subscriber.


 






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(d)       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.


 


(e)       The
indemnity 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.


 


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, that: (i) 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 (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities
pursuant to such Registration Statement.


 






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8.       Reports
Under the 1934 Act.


 


With a view to making available to the Investors
the benefits of Rule 144 promulgated under the 1933 Act or any other similar 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 ("Rule 144"), 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 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 requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.       Assignment
of Registration Rights.


 


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


 






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10.       Amendment
of Registration Rights.


 


Provisions of this Agreement 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 Required Holders. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies
to less than all of the holders of the Registrable Securities. 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 (other than the reimbursement
of legal fees) also is offered to all of the parties to this Agreement.


 


11.       Miscellaneous.


 


(a)       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 delivery, when delivered personally; (ii) upon delivery, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) upon delivery, when sent by electronic mail (provided that the sending party does not receive an automated rejection
notice) or (iv) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications shall be:


 


If to the Company:





 


Telephone:





Attention:





Email:


 


 



    21


    


    




 


With a copy (for informational purposes only) to:





 


Telephone:





Facsimile:





Attention:





Email:





 


If to the Transfer Agent:


 


Telephone:





Attention:

Email:


 


If to Legal Counsel:


 


Telephone:


Facsimile:





Attention:


Email:


 


If to a Subscriber, to its address, facsimile number and/or email
address set forth on the Schedule of Subscribers attached hereto, with copies to such Subscriber's representatives as set forth
on the Schedule of Subscribers, or such other address as may be designated in writing hereafter, in the same manner, by such Person
by two (2) Business Days' prior notice to the other party in accordance with this Section 11(b). 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 email transmission containing the time, date, recipient facsimile number or e-mail address
and an image of the first page of such transmission 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.


 






    22


    


    

 


(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. The Company hereby appoints CT Corporation (the "Process Agent"),
with an office on the date hereof at 111 8th Avenue, 13th Floor, New York, New York 10011, as its agent to
receive on its behalf service of the summons and complaint and any other process which may be served in any action or proceeding
described above.  Such service may be made by mailing or delivering a copy of such process to the Company, in care of the
Process Agent at the address specified above for the Process Agent, and the Company hereby authorizes and directs the Process Agent
to accept such service on its behalf. The Company covenants and agrees that, for so long as it shall be bound under this Agreement
or any other Transaction Document, it shall maintain a duly appointed agent for the service of summons and other legal process
in New York, New York, United States of America, for the purposes of any legal action, suit or proceeding brought by any party
in respect of this Agreement or such other Transaction Document and shall keep the Subscribers advised of the identity and location
of such agent.  If for any reason there is no authorized agent for service of process in New York, the Company irrevocably
consents to the service of process out of the said courts by mailing copies thereof by registered United States air mail postage
prepaid to it at its address specified in Section 6.3.  Nothing in this Section 6.7 shall affect the right of any Investor
to (i) commence legal proceedings or otherwise sue the Company in the country in which it is domiciled or in any other court having
jurisdiction over the Company or (ii) serve process upon the Company in any manner authorized by the laws of any such jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, 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)       If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 






    23


    


    

 


(f)       This
Agreement, the other Transaction Documents (as defined in the Subscription Agreement) and the instruments referenced herein and
therein constitute the entire agreement among the parties hereto 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 and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


(g)       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


(h)       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)       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.


 


(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, determined as if all of the outstanding Warrants then held by the Investors
have been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(l)       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.


 


(m)       This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)       The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of
this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein,
and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated herein.


 






    24


    


    

 


* * * * * *


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 






    25


    


    

 


IN WITNESS WHEREOF, each Subscriber 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:	 
	 	 	 	 
	 	SMTC CORPORATION	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 






 


 


 


 


 



    


    


    




 


IN WITNESS WHEREOF, each Subscriber 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.


 


	 	SUBSCRIBERS:	 
	 	 	 	 
	 	[TCW]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 






 






    


    


    

 


IN WITNESS WHEREOF, each Subscriber 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.


 


	 	SUBSCRIBERS:	 
	 	 	 	 
	 	[OTHER SUBSCRIBERS]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 






    


    


    

 


SCHEDULE OF SUBSCRIBERS


 


	
         

        Subscriber

         
	Subscriber Address

and Facsimile Number	Subscriber's Representative's Address 

and Facsimile Number
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


 



    


    


    




 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Telephone:


 


Attention:

Email:


 


Re:SMTC Corporation


 


Ladies and Gentlemen:


 


[We are][I am] counsel to SMTC Corporation, a
Delaware corporation (the "Company"), and have represented the Company in connection with that certain Subscription
Agreement, dated as of __________, 2018 (the "Subscription Agreement"), entered into by and among the Company
and the Subscribers named therein (collectively, the "Holders") pursuant to which the Company issued to the Holders
warrants (the "Warrants") exercisable for shares of the Company's common stock, par value $0.01 per share ("Common
Stock"). Pursuant to the Subscription 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 resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common
Stock issuable upon 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 ____________ ___, 201_, the Company filed
a Registration Statement on Form S-3 (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 stockholder 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 instruction
to you that the shares of Common Stock 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 shares of Common Stock to the Holders.


 


Very truly yours,


 


[ISSUER'S COUNSEL]


 






    A-1


    


    

 


By:_____________________


 


CC:[LIST NAMES OF HOLDERS]


 


 


 


 


 


 


 


 






    A-2


    


    

 


EXHIBIT B


 


SELLING STOCKHOLDERS


 


The shares of common stock being offered by
the selling stockholders are those issuable to the selling stockholders upon exercise of the warrants. For additional information
regarding the issuance of those warrants, see "Private Placement of Warrants" above. We are registering the shares of
common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership
of the warrants issued pursuant to the Subscription Agreement and [DESCRIBE LENDER AND OTHER RELATIONSHIPS], 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 of the shares of common stock by each of the selling stockholders. The
second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership
of the warrants, as of ________, 201_, assuming exercise of all warrants held by the selling stockholders on that date, without
regard to any limitations on exercise.


 


The third column lists the shares of common
stock being offered by this prospectus by the selling stockholders.


 


In accordance with the terms of a registration
rights agreement with the selling stockholders, this prospectus generally covers the resale of at least [125] [150]% of the maximum
number of shares of common stock issued and issuable upon exercise of the warrants as of the Trading Day immediately preceding
the date the registration statement is initially filed with the SEC. Because the number of shares of common stock issuable upon
exercise 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 such exercise would cause such selling stockholder, together with its affiliates, to
beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following
such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which
have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may
sell all, some or none of their shares in this offering. See "Plan of Distribution."


 


 


 



    Annex I-1


    


    




 


	Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Owned After Offering
	[TCW] (1)	 	 	0
	[Other Subscribers]	 	 	 


 


 


(1)


 


 


 


 


 



    Annex I-2


    


    




 


PLAN OF DISTRIBUTION


 


We are registering the shares of common stock
issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the 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 shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholders may sell all or a portion
of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders
will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common stock 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,


 


		·	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 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;



 


		·	sales pursuant to Rule 144;



 


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



 






    Annex I-3


    


    

 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


If the selling stockholders effect such transactions
by selling shares of common stock 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 shares of common stock 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 shares of common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course
of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of
common stock 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 shares of common stock 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 warrants or shares of common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock 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
of 1933, as amended, 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 shares of
common stock 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.


 


The selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock 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 shares of common
stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of
common stock 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 reallowed or paid to broker-dealers.


 


Under the securities laws of some states, the
shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the shares of common stock 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.


 






    Annex I-4


    


    

 


There can be no assurance that any selling stockholder
will sell any or all of the shares of common stock 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, Regulation M of the Exchange Act, which may limit the
timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person.
Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares
of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common
stock.


 


We will pay all expenses of the registration
of the shares of common stock 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, that 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 agreement, or we may be entitled to contribution.


 


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


 


 


 


 


 


 


 




 


Annex 1-5