Exhibit 10.2


 





REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2022, is by and among Synaptogenix, Inc., a
Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively,
the “Buyers”).


 


RECITALS


 


A.    In
connection with the Securities Purchase Agreement by and among the parties hereto, dated as of November 17, 2022 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,
to issue and sell to each Buyer (i) the Preferred Shares (as defined in the Securities Purchase Agreement) which will be convertible into
Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Certificate of Designations and
(ii) the Warrants (as defined in the Securities Purchase Agreement) which will be exercisable to purchase Warrant Shares (as defined in
the Securities Purchase Agreement) in accordance with the terms of the Warrants.


 


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


 


AGREEMENT


 


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


 


1.            Definitions.


 


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


 


(a)    “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.


 


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


 


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


 






     


     


    

 


(d)    “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) 60th (or if a full review by the SEC, the 90th) calendar day after the Closing Date and (B) 2nd Business Day
after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will
not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements which may
be required hereunder, the earlier of (I) the 30th calendar day following the date on which an additional Registration Statement is
required to be filed hereunder (or, in the event of a “full review” by the SEC, the 60th calendar day following the date
such additional Registration Statement is required to be filed hereunder) and (II) 2nd Business Day after the date the Company is
notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not
be subject to further review, 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.


 


(e)    “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the
30th calendar day after the date of this Agreement and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional
Registration Statement pursuant to the terms of this Agreement.


 


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


 


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


 


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


 


(i)    “Registrable
Securities” means (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any capital stock of the Company issued or
issuable with respect to the Conversion Shares, the Warrant Shares, the Preferred Shares or the Warrants, including, without
limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) any
capital stock of the Company into which the shares of Common Stock (as defined in the Securities Purchase Agreement) are converted
or exchanged and capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are
converted or exchanged, in each case, without regard to any limitations on conversion of the Preferred Shares or exercise of the
Warrants; provided, however, that any such Registrable 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 (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under
the 1933 Act and such Registrable Securities have been disposed of by the Investor in accordance with such effective Registration
Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become
eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144,
including paragraph (i) of Rule 144, as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to
the Company’s transfer agent and the affected Investors (assuming that such securities and any securities issuable upon
exercise, conversion or exchange 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).


 






     


     


    

 


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


 


(k)    “Required
Holders” shall have the meaning as set forth in the Securities Purchase Agreement.


 


(l)    “Required
Registration Amount” means, as of any time of determination, the sum of (i) 200% of the maximum number of Conversion Shares
issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Floor
Price (as defined in the Certificate of Designation), (y) dividends on the Preferred Shares shall accrue through the second anniversary
of the Closing Date and will be converted into shares of Common Stock at the Floor Price and (z) any such conversion shall not take into
account any limitations on the conversion of the Preferred Shares set forth in the Preferred Shares) and (ii) 200% of the maximum number
of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants
set forth therein), all subject to adjustment as provided in Section 2(d) and/or Section 2(f).


 


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


 


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


 


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


 


2.             Registration.


 


(a)  Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such
initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required
Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is
unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). Such initial Registration
Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except
if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of
Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best
efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the
terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable
Effectiveness Deadline for such Registration Statement.


 






     


     


    

 


(b)  Legal Counsel. Subject
to Section 5 hereof, Haynes and Boone, LLP, counsel solely to the lead investor (“Legal Counsel”), shall be provided
a copy of any registration, solely on behalf of the lead investor, pursuant to this Section 2.


 


(c)  Ineligibility to Use
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 F-1 or another appropriate form reasonably acceptable to the
Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration
Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus
contained therein is available for use.


 


(d)  Sufficient Number of
Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to cover all of the
Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable
Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file with the SEC a
new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration
Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case,
as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (but taking account of any
Staff position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration
Statement (as the case may be) to be filed with the SEC). The Company shall use its best efforts to cause such amendment to such Registration
Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing
thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of
the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all
of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the applicable 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 conversion of the Preferred Shares or exercise
of the Warrants (and such calculation shall assume (A) that the Preferred Shares are then convertible in full into shares of Common Stock
at the Floor Price (as defined in the Certificate of Designation) and (B) the Warrants are then exercisable in full into shares of Common
Stock at the then prevailing Exercise Price (as defined in the Warrants)).


 






     


     


    

 


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


 






     


     


    

 


(f)  Offering.
Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments
pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize
any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of
securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit
such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that
permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to
each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be
included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such
Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to
be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included
for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the
Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such
Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such
Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided,
that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata
portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor
seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified
as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not
consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall
reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the
Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any
reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the
Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an
affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the
Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or
required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company
shall following such request cause to be and keep effective such registration statement in the same manner as otherwise
contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable
Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner
acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction
(including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to
“affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable
to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a
Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised
by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by
such Investor as contemplated above).


 






     


     


    

 


(g)  Piggyback Registrations.
Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, if there is not an effective Registration
Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall
determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account
or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under
the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with the Company’s share option or other employee benefit plans), then the
Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date of
the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or
offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company
shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant
to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information
required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement.


 


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


 


(i)  No Inclusion of Other
Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed
in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities
Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders,
except as otherwise permitted under the Securities Purchase Agreement.


 






     


     


    

 


3.            Related
Obligations.


 


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


 


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


 






     


     


    

 


(b)  Subject
to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without
limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with
each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep each such Registration Statement effective at all times during the Registration Period for such Registration
Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as
set forth in such Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following
each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to
be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically
required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed
pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a
Current Report on Form 8-K, an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or any analogous report under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall, if permitted under the
applicable rules and regulations of the SEC, 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
each Investor to review and comment upon (i) each Registration Statement at least five (5) days prior to its filing with the SEC and (ii)
all amendments and supplements to each Registration Statement (including, without limitation, the prospectus contained therein) (except
for 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 such Investor reasonably objects; provided, that the Company shall not have any obligation to modify
any information if the Company reasonably expects that so doing would cause (i) the Registration Statement to contain an 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 not misleading
or (ii) any prospectus contained therein to contain an untrue statement of a material fact or to omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Company shall promptly
furnish to each Investor, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives
relating to each Registration Statement, provided that such correspondence shall not contain any material, non-public information regarding
the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same is prepared and filed
with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and
(iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus included in such Registration Statement
and all amendments and supplements thereto. The Company shall reasonably cooperate with each Investor in performing the Company’s
obligations pursuant to this Section 3.


 


(d)  The Company shall promptly
furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) after the same is
prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an
Investor, all exhibits and each preliminary prospectus, provided, that any such item which is available on the EDGAR system (or successor
thereto) need not be furnished in physical form.


 






     


     


    

 


(e)  The Company shall use
its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by
Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky”
laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including,
without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the
Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any
such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel, legal counsel for each other Investor 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
each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of
which the prospectus included in a Registration Statement, as then in effect, may include an untrue statement of a material fact or omission
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding
the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration
Statement and such prospectus contained therein to correct such untrue statement or omission and deliver ten (10) copies of such supplement
or amendment to each Investor (or such other number of copies as such Investor may reasonably request). The Company shall also promptly
notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a
Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to
each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from
the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request
by the SEC or any other federal or state governmental authority for any additional information relating to the Registration Statement
or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any comments
received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood and agreed that the Company’s
response to any such comments shall be delivered to the SEC no later than fifteen (15) Business Days after the receipt thereof).


 


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


 






     


     


    

 


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


 


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


 






     


     


    

 


(k)  Without limiting any obligation
of the Company under the Securities Purchase Agreement, the Company shall use its best efforts either to (i) cause all of the Registrable
Securities covered by each 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, (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on an
Eligible Market (as defined in the Securities Purchase Agreement), or (iii) if, despite the Company’s best efforts to satisfy the
preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without limiting the generality
of the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory
Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the Company shall cooperate with
each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable Securities in effecting a filing
with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 3(k).


 


(l)  The Company shall cooperate
with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors may reasonably request
from time to time and registered in such names as the Investors may request.


 


(m)  If requested by an Investor,
the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r) hereof, (i) incorporate
in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating
to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities
to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to
any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable Securities.


 


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


 


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


 






     


     


    

 


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


 


(q)  Within one (1) Business
Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and
shall cause 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 acceptable to the Transfer Agent.


 


(r)  Notwithstanding anything
to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of a particular
Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or any of its
Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company, in the best
interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”), provided
that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public information giving rise to
a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public information
to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided
further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such
Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day of any Grace Period must be at least five (5)
Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist during the sixty (60) Trading Day period
immediately following the Effective Date of such Registration Statement (provided that such sixty (60) Trading Day period shall be extended
by the number of Trading Days during such period and any extension thereof contemplated by this proviso during which such Registration
Statement is not effective or the prospectus contained therein is not available for use) (each, an “Allowable Grace Period”).
For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive
the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referred
to in clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during
the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence
of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary contained in this Section 3(r), the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale, and delivered a copy
of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to such Investor’s receipt
of the notice of a Grace Period and for which the Investor has not yet settled.


 


(s)  The Company shall take
all other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable Securities pursuant
to each Registration Statement.


 






     


     


    

 


(t)  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 Buyer 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 Securities Purchase 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 A in the Registration Statement.


 


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


 


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


 


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


 






     


     


    

 


5.             Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. In no event
shall the Company be responsible for any broker or similar commissions of any Investor or, except to the extent expressly provided
for in the Transaction Documents, any legal fees or other costs of the Investors.


 


6.             Indemnification.


 


(a)  To the
fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of
its directors, officers, stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each
Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers,
stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each,
an “Indemnified Person”), against any losses, obligations, claims, damages, liabilities, contingencies,
judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs
of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the 1933
Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to
Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and
in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly
for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, 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 any of the Registrable Securities by any of the Investors
pursuant to Section 9.


 






     


     


    

 


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


 






     


     


    

 


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


 


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


 






     


     


    

 


7.             Contribution.


 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of
Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited
in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to
such Registration Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in
the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor from the applicable
sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been
required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement
or omission or alleged omission.


 


8.             Reports
Under the 1934 Act.


 


With a view to making available
to the Investors the benefits of 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 (it being understood and agreed that nothing herein shall limit any obligations of the Company under the
Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;
and


 


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


 


9.            Assignment
of Registration Rights.


 


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


 






     


     


    

 


10.          Amendment
of Registration Rights.


 


Provisions of this Agreement
may be amended 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; provided that any such amendment or waiver that complies with the
foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any Investor relative to the comparable
rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided that no such amendment
shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2) imposes any obligation
or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s
sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
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)  Solely for purposes of
this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to own, of record
such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect
to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.


 


(b)  Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such
sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically
generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1)
Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the
party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:


 


If to the Company:


 


Synaptogenix, Inc.


1185 Avenue of the Americas, 3rd Floor


New York, New York 10036


Telephone: (973) 242-0005

Attention: Chief Financial Officer

E-Mail: rweinstein@synaptogen.com


 






     


     


    

 


With a copy (for informational purposes only) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


666 Third Avenue


New York, New York 10017


Attention: Kenneth R. Koch and Daniel A. Bagliebter

E-Mail:  KRKoch@mintz.com; DABagliebter@mintz.com


 


If to the Transfer Agent:


 


Computershare


Pacific Stock Transfer


6725 Via Austi Parkway, Suite 300


Las Vegas, Nevada 89119


Telephone: (702) 361-3033

Attention: Angela L. Lamb

E-Mail: alamb@PacificStockTransfer.com


 


If to Legal Counsel:


 


Haynes and Boone, LLP


30 Rockefeller Plaza, 26th Floor


New York, New York 10112


Telephone: (212) 659-7300




Attention: Greg Kramer


E-mail: greg.kramer@haynesboone.com


 


If to a Buyer, to its mailing address and/or email
address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers, or to such other mailing address and/or email address and/or to the attention of such other Person
as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change,
provided that Legal Counsel shall only be provided notices sent to the lead investor. 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
e-mail containing the time, date and recipient’s e-mail or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by e-mail 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. The Company and each Investor acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and provisions
hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in
addition to any other remedy to which any party may be entitled by law or equity.


 






     


     


    

 


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


 


(e)  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).


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


(l)  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 Preferred Shares then held by the Investors have been converted for Registrable
Securities without regard to any limitations on conversion of the Preferred Shares and the outstanding Warrants then held by Investors
have been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.


 






     


     


    

 


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


 


[signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, each Buyer 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:	 
	 	 
	SYNAPTOGENIX,
    INC.	 
	 	 
	 	 
	Name:
    Robert Weinstein	 
	Title:
    Chief Financial Officer	 




 






     


     


    

 


IN WITNESS WHEREOF, each Buyer 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.


 





	BUYER:	 
	 	 
	[•]	 
	 	 
	 	 
	Name:	 
	Title:	 


 






     


     


    

 


EXHIBIT A


 


SELLING STOCKHOLDERS


 


The shares of common stock
being offered by the selling stockholders are those issuable to the selling stockholders upon conversion of the preferred shares and exercise
of the warrants. For additional information regarding the issuance of the preferred shares and the warrants, see “Private Placement
of Preferred Shares and 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 preferred shares and the warrants issued pursuant to
the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years.


 


The table below lists the
selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders.
The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective
ownership of shares of common stock, preferred shares and warrants, as of ________, 2022, assuming conversion of the preferred shares
and exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations on conversion and
exercise set forth therein.


 


The third column lists the
shares of common stock being offered by this prospectus by the selling stockholders and does not take in account any limitations on (i)
conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein.


 


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


 


Under the terms of the preferred
shares and the warrants, a selling stockholder may not convert the preferred shares or exercise the warrants to the extent (but only to
the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our shares of common stock
which would exceed [4.99][9.99]% of the outstanding shares of the Company. The number of shares in the second column reflects these limitations.
The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 






     


     


    

 


	Name of Selling Stockholder 	Number of 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 of Owned
 After Offering
	
[LEAD INVESTOR] (1)	 	 	 
	[OTHER BUYERS]	 	 	 



 


(1)    [
]


 






     


     


    

 


PLAN OF DISTRIBUTION


 


We are registering the shares
of common stock issuable upon conversion of the preferred shares and exercise of the warrants to permit the resale of these shares of
common stock by the holders of the preferred shares and warrants from time to time after the date of this prospectus. We will not receive
any of the proceeds from the sale by the selling stockholders of the shares of common stock, although we will receive the exercise price
of any warrants not exercised by the selling stockholders on a cashless exercise basis. 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 held 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, pursuant
to one or more of the following methods:


 


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



		·	in the over-the-counter market;



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



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



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



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



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



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



		·	privately negotiated transactions;



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



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



		·	a combination of any such methods of sale; and



		·	any other method permitted pursuant to applicable law.



 






     


     


    

 


The selling stockholders
may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available,
rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not
described in this prospectus. 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 preferred shares, 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 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.


 


To the extent required by
the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution
of the 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 re-allowed 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.


 


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, to the extent applicable,
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. To the extent applicable, 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 common
stock. All of the foregoing may affect the marketability of the common stock and the ability of any person or entity to engage in
market-making activities with respect to the 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, a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance
with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished
to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements
or we may be entitled to contribution.


 


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