Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into as of November 14, 2022, between Ideanomics, Inc., a company incorporated
in Nevada (the “Company”) and the investors signatory hereto (collectively, the “Buyer”).


 


This Agreement is made pursuant
to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Buyer (the “Purchase Agreement”).


 


The Company and the Buyer
hereby agrees as follows:


 


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


 


“Advice”
shall have the meaning set forth in Section 4(d).


 


“Commission”
means the Securities and Exchange Commission.


 


“Effectiveness Deadline”
means, with respect to the Initial Registration Statement required to be filed hereunder, December 29, 2022 and, with respect to any additional
Registration Statements which may be required pursuant to Section 2(c), the 60th calendar day following the date on which
an additional Registration Statement is required to be filed hereunder; provided, however, that in the event the Company
is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is No longer subject
to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth Trading Day following
the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness
Deadline falls on a day that is not a Trading Day, then the Effectiveness Deadline shall be the next succeeding Trading Day.


 


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


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event Date”
shall have the meaning set forth in Section 2(d).


 


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


 


“Filing Deadline”
means, (i) with respect to the Initial Registration Statement, December 7, 2022, and (ii) with respect to any additional Registration
Statements which may be required pursuant to Section 2(c), the earliest practical date on which the Company is permitted by SEC Guidance
to file such additional Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 






     


     


    

 


“Indemnified Party”
shall have the meaning set forth in Section 6(c).


 


“Indemnifying Party”
shall have the meaning set forth in Section 6(c).


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Losses”
shall have the meaning set forth in Section 6(a).


 


“Plan of Distribution”
shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities”
means, as of any date of determination, (a) all of the Conversion Shares then issued and issuable upon conversion in full of the
Preferred Stock (assuming on such date the Preferred Stock are converted in full without regard to any conversion limitations therein),
(b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in
full without regard to any exercise limitations therein), (c) any additional shares of Common Stock issued and issuable in connection
with any anti-dilution provisions relating to the Preferred Stock or the Warrants (in each case, without giving effect to any limitations
on conversion set forth in the Preferred Stock or limitations on exercise set forth in the Warrants), and (d) any securities issued
or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;
provided, however, that any such securities shall cease to be Registrable Securities (and the Company shall not be required
to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) a
Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities
Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (ii) such
Registrable Securities have been sold in accordance with Rule 144 and the Company has delivered certificates representing such securities
that No longer bear a legend and/or for which the Transfer Agent has not instituted a stop order restricting further transfer, or
(iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent
and the affected Holders (assuming that such securities and any securities issuable upon exercise or conversion of which, or as a dividend
upon which, such securities were issued or are issuable, were at No time held by any Affiliate of the Company, as reasonably determined
by the Company, upon the advice of counsel to the Company).


 






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


 


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


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission providing for offering securities on a continuous or delayed basis.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Selling Stockholder
Questionnaire” shall have the meaning set forth in Section 4(a).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the
Commission staff and (ii) the Securities Act.


 


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


 


2. Required Registration.


 


(a) The Company shall prepare
and, as soon as practicable, but in No event later than the Filing Deadline, file with the Commission a Registration Statement covering
the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration
Statement shall register for resale at least the number of shares of Common Stock equal to 250% of the sum of (i) the maximum number of
shares of Common Stock issuable upon conversion of the Preferred Stock at the initial conversion price thereof and (ii) the maximum number
of shares of Common Stock issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each
Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable
Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions
of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the
 “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company
shall cause each Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible
after the filing thereof, but in any event No later than the applicable Effectiveness Deadline, and shall keep such Registration
Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by
such Registration Statement No longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement
(the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as
of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness
of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which
shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading
Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure
to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid
shall be deemed an Event under Section 2(d).


 






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(b) Notwithstanding the registration
obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a
result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company
agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration
Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission,
on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions
of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing
such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of
the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect
to the payment of the Liquidated Damages.


 


(c) Notwithstanding any other
provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts
to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed
in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that
it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:


 


	 	a.	First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder;


 


	 	b.	Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and


 


	 	c.	Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and


 


	 	d.	Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders).


 






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In the event of a cutback
hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to
such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or
determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission,
as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration
Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale
on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable
Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in
the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in
such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro
rata basis.


 


(d) If: (i) the Initial
Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the Company fails to file with the Commission a request
for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act,
within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that
such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration
Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness
Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement
ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the
Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive
calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month
period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii),
the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded,
and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded
being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured
by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages
and not as a penalty, equal to the product of (1)  1.50% multiplied by (2) the aggregate purchase price actually paid by such
Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is
then effective and available for use by such Holder (the “Liquidated Damages”).


 


The parties agree that the
maximum aggregate Liquidated Damages payable to a Holder under this Agreement shall be 18% of the aggregate amount actually paid by such
Holder pursuant to the Purchase Agreement with respect to any Registrable Securities. The Liquidated Damages shall accrue pursuant to
the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated
Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Buyer No longer holds
such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays
which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such Holder for
inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments
from the Commission pertaining to the Holders.


 






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For the purposes of clarity,
it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i)
ten (10) consecutive days or (ii) fifteen (15) days in total during any twelve month period (such periods, an “Allowed Delay”)
during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or
otherwise unavailable.


 


(e) If 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 another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form
is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness
of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable
Securities has been declared effective by the Commission or (B) the expiration of the Effectiveness Period.


 


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


 


(a) Not less than five (5) Trading
Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior to the filing of any related
Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein
by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other
than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause
its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities
Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal shelf registration
statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto.


 


(b) (i) Prepare and file with
the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for
the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale
under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any
required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto, and (iv) comply in all material respects with the applicable provisions of the Securities Act
and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable
period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth
in such Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c) If during the Effectiveness
Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration
Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Deadline, an
additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 






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(d) Notify the Holders of
Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (i)(A) when a Prospectus
or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed, (B) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement, and (C) with respect to a Registration Statement
or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or
state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in
each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other
federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all
of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage
of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made
in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the
Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow
continued availability of a Registration Statement or Prospectus, provided, however, in No event shall any such notice
contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.


 


(e) Use its reasonable best
efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f) Furnish to each Holder,
without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements
and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and
all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after
the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or successor thereto)
need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment
or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto, except after the Company has given notice pursuant to Section 3(d).


 






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(g) The Company shall cooperate
with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate
Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder.


 


(h) Prior to any resale of
Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection
with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale
by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in
writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and
all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by
each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or
file a general consent to service of process in any such jurisdiction.


 


(i) If requested by a Holder,
cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be
delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names
as any such Holder may request.


 


(j) Upon the occurrence of
any event contemplated by clause (v) or (vi) of Section 3(d), as promptly as reasonably possible under the circumstances
taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through
(vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made,
then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed as promptly as is practicable.


 


(k) Comply with all applicable
rules and regulations of the Commission.


 


(l) The Company may require
each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such
Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During
any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities
solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages
that are accruing at such time shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended
until such information is delivered to the Company.


 






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4. Obligations of the Holders.


 


(a) Each Holder agrees to
furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling
Stockholder Questionnaire”) on a date that is not less than ten (10) days prior to the Filing Deadline or by the end of
the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with Section
3(a). Each Holder shall furnish in writing to the Company such additional information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held by it, and shall execute such documents in connection
with such registration, as shall be reasonably required to effect the registration of such Registrable Securities. A Holder shall provide
such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement
if such Holder elects to have any of the Registrable Securities included in the Registration Statement. The Company shall not be required
to include the Registrable Securities of a Holder in a Registration Statement, and No Event shall be deemed to occur and or continue
solely as a result of the failure to include the Registrable Securities of such Holder in the Registration Statement, if such Holder fails
to furnish to the Company a fully completed Selling Stockholder Questionnaire at least two (2) Business Days prior to the Filing Deadline.


 


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


 


(c) Each Holder covenants
and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(d) Each Holder agrees that,
upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay or (ii) the happening of an event pursuant
to Section 3(d)(iii) – (vi) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities, until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its reasonable
best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 






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5. Registration Expenses.
All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether
or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence
shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the
Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with
respect to filings required to be made with any Trading Market on which the shares of Common Stock is then listed for trading, and (C) in
compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities),
(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,
telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
hereunder. In No event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 


6. Indemnification.


 


(a) Indemnification by
the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers,
directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of
a pledge or any failure to perform under a margin call of shares of Common Stock), investment advisors and employees of the Company, each
Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, members, stockholders, partners, agents, investment advisors and employees of each such controlling Person,
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out
of or relating to (i) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation
thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent,
that (A) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein (it being understood that such information shall only consist of the name of the Holder,
the number of offered shares (excluding percentages), the address and other information with respect to the Holder and the information
included on Annex A hereto, each only to the extent which such information appears in an effective Registration Statement or any Prospectus)
or (B) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an
outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated,
defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 4(d).
The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities
by any of the Holders in accordance with Section 7(e).


 






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(b) Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and
employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) such Holder’s failure
to comply with any applicable prospectus delivery requirements of the Securities Act through No fault of the Company or (ii) any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission
is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement
or such Prospectus (it being understood that such information shall only consist of the name of the Holder, the number of offered shares
(excluding percentages), the address and other information with respect to the Holder and the information included on Annex A hereto,
each only to the extent which such information appears in an effective Registration Statement or any Prospectus), such Prospectus or in
any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such
Holder and prior to the receipt by such Holder of the Advice contemplated in Section 4(d). In No event shall the liability of
any selling Holder under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud or willful misconduct
by such Holder.


 


(c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof;
provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the
Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding,
or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not
have the right to assume the defense thereof and the reasonable fees and expenses of No more than one separate counsel shall be at
the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected
without its written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of
this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within thirty (30) calendar days of written notice thereof to the Indemnifying Party; provided,
that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) not to be entitled to indemnification hereunder.


 






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(d) Contribution. If
the indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’
or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 6(d), No Holder shall be required to contribute
pursuant to this Section 6(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by
such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


(e) The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.


 


7. Miscellaneous.


 


(a) Remedies. In the
event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of
damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall
not assert or shall waive the defense that a remedy at law would be adequate.


 






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(b) Prohibition on Filing
Other Registration Statements. The Company shall not, other than as provided in the Purchase Agreement, file any other registration
statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission,
provided that this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date
of this Agreement and shall not prohibit the Company from filing a registration statement on Form S-3 or other available form for a primary
offering by the Company, provided that the Company makes No offering of securities pursuant to such registration statement prior
to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.


 


(c) Amendments and Waivers.
The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and
the Holders of 51% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable
Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all of the Registrable
Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities
to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of
its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not
directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities
to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the first sentence of this Section 7(c). No consideration shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
also is offered to all of the parties to this Agreement.


 


(d) Notices. Any and
all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the
Purchase Agreement.


 


(e) Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall
inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior
written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder
in the manner and to the Persons as permitted under the Purchase Agreement.


 






    - 13 -


     


    

 


(f) Prior Registration
Rights. Each Holder of Registrable Securities hereby acknowledges that the Company has previously entered into agreements granting
registration rights with respect to currently outstanding shares of convertible preferred stock and other ordinary share purchase warrants,
which have not yet been satisfied and that the holders of such other securities may elect to include such shares of Common Stock issuable
upon conversion or exercise of such securities in the Registration Statement(s) required to be filed hereunder. However, if, in the opinion
of counsel for the Holder, the inclusion of such shares by other holders of the Company could reasonably be prohibited by the Commission
pursuant to Rule 415 and/or related SEC Guidance, the Company will, upon the reasonable request by the Holder, request such holder to
refrain from including such person’s registrable securities in the Registration Statement(s) filed pursuant to this Agreement.


 


(g) Execution and Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


(h) Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance
with the provisions of the Purchase Agreement.


 


(i) Cumulative Remedies.
The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(j) Severability. If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect
and shall in No way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find
and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant
or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(k) Headings. The headings
in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of
the provisions hereof.


 


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


 


********************


(Signature Pages Follow)


 






    - 14 -


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	 	Ideanomics, Inc.
	 	 	 
	 	By:	/s/
Alfred Poor
	 	 	Name:	Alfred Poor
	 	 	Title:	CEO


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 






    - 15 -


     


    

 


[SIGNATURE PAGE OF HOLDERS]


 


Name of Holder: _________________________________________________________


 


Signature of Authorized Signatory of Holder:
/s/ Terren Peizer_______________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


[SIGNATURE PAGES CONTINUE]


 






    - 16 -


     


    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder (the
 “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or
trading facility on which the securities are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


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


 


	 	●	block trades in which the broker-dealer will attempt to sell the securities 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 resales by the broker-dealer for its account;


 


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


 


	 	●	privately negotiated transactions;


 


	 	●	settlement of short sales;


 


	 	●	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;


 


	 	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;


 


	 	●	a combination of any such methods of sale; or


 


	 	●	any other method permitted pursuant to applicable law.


 


The Selling Stockholders may
also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) or any other
exemption from registration, if available, rather than under this prospectus.


 


Broker-dealers engaged by
the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction, a markup or markdown in
compliance with FINRA Rule 2121.


 






     


     


    

 


In connection with the sale
of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 


The Selling Stockholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.


 


The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act including Rule 172 thereunder. We will make copies of this prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this prospectus to the Buyer at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act). In addition, any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised
us that there is No underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the
Selling Stockholders.


 


We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration
and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in
compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all
of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.
The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the Company’s shares of Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
Company’s shares of Common Stock by the Selling Stockholders or any other person.


 






     


     


    

 


Annex B


 


Ideanomics, Inc.


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of shares of Common Stock (the “Registrable Securities”) of Ideanomics, Inc., a company incorporated in Nevada
(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission
(the “Commission”) a registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities,
in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this
document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants
that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.	 
	 	 	 
	 	 	(a)	Full Legal Name of Selling Stockholder
	 	 	 
	 	 	 	 
	 	 	 
	 	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 	 
	 	 	 
	 	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 	 


 






     


     


    

 


	2. Address for Notices to Selling Stockholder:
	 
	 
	 
	 
	 
	 
	 	 	 	 	 
	 	 
	Address:	 	 
	 
	 
	 
	 
	 	 	 	 	 
	 	 
	Telephone:	 	 
	 	 	 	 	 
	 	 
	Email:	 	 
	 	 	 	 	 
	 	 
	Fax:	 	 
	 	 	 	 	 
	 	 
	Contact Person:	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


3. Broker-Dealer Status:


 


	 	(a)	Are you a broker-dealer?


 


Yes     ̈    
    No     ̈


 


	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?


 


Yes     ̈    
    No     ̈


 


	 	Note:    	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	 	(c)	Are you an affiliate of a broker-dealer?


 


Yes     ̈    
    No     ̈


 






     


     


    

 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had No agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes     ̈    
    No     ̈


 


	 	Note:    	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 






     


     


    

 


4. Beneficial Ownership of Securities of the Company Owned by the
Selling Stockholder.


 


	 	
    Please state the number of securities of the Company
    beneficially owned by the Selling Stockholder, regardless of the time acquired or the source from which derived.

     

	 	(a)	Number of shares of Common Stock beneficially owned:
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Number of shares of Common Stock beneficially owned to be registered pursuant to the Registration Statement (if not the same as 4(a) above):
	 	 	 
	 	 	 


 


“Beneficial ownership” of
a security means a person’s ability, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise,
to exercise alone or together with others:


 


	 	●	voting power, which includes the power to vote, or to direct the voting of, a security; or


 


	 	●	investment power, which includes the power to dispose, or to direct the disposition, of a security.


 


This term also includes having
the right to acquire beneficial ownership of a security within 60 days, including any right to acquire the security through the exercise
of any option, warrant or right, through the conversion of a security, pursuant to the power to revoke a trust, discretionary account
or similar arrangement or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.


 


The above definition of beneficial
ownership is very broad and may include, for example, securities held in the name of another person, such as any relative living in your
home, custodians, brokers, or pledgees for your account, or any partnership, trust estate or closely-held corporation in which you have
an interest or are an officer or director. You are also the beneficial owner of securities if you, directly or indirectly, create or use
a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting
yourself of beneficial ownership of such securities or preventing the vesting of such beneficial ownership.


 






     


     


    

 


5. Voting and Investment Power (to be completed
only if the Selling Stockholder is not a natural person):


 


	 	(a)	Please name each person or persons who have voting or investment power over the shares of Common Stock beneficially owned by the Selling Stockholder. As described in Question 4 above, please note that for purposes of answering this Question 5:


 


	 	(1)	Voting power includes the power to vote, or to direct the voting of, such security; and


 


	 	(2)	Investment power includes the power to dispose, or to direct the disposition, of such security.


 


 



 


 



 


 



 


	 	 	 
	 	(b)	For each person named above in this Question 5, please state the number of shares of Common Stock beneficially owned by the Selling Stockholder in which that person has sole voting power, shared voting power, sole investment power and/or shared investment power.


 


	
    Beneficial Ownership
	 	Number of Shares
	Total number of shares as to which the person has sole voting power	 	 
	Total number of shares as to which the person has shared voting power	 	 
	Total number of shares as to which the person has sole investment power	 	 
	Total number of shares as to which the person has shared investment power	 	 


 


 


	 	 	If necessary, use the blank page attached hereto as Exhibit B.
	 	 	 
	 	(c)	Do you have any reason to believe that the ownership of the shares of Common Stock of the registered holder identified in response to Question 1 above should be aggregated with the ownership of any other registered holder of the shares of Common Stock, for purposes of describing the beneficial ownership of those shares of Common Stock in the Registration Statement? Ownership could be aggregated where there is a relationship that, as a factual matter, confers on a person a significant ability to affect how voting power or investment power over the shares will be exercised.
	 	 	 
	 	 	 ̈ Yes  ̈ No
	 	 	 
	 	 	If “yes,” please explain below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






     


     


    

 


5. Relationships with the Company:


 


	 	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	 	 	 
	 	 	State any exceptions here:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


“Affiliate” means a person that directly,
or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a specified person.


 


“Control” means the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership
of voting securities, by contract or otherwise.


 


The undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus and any amendments or supplements thereto.


 






     


     


    

 


IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 


	Date:________________________	 	 	Beneficial Owner: 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 


PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF
THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


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