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Exhibit 10.8

Note: Double underline denotes additions.  Strikethrough denotes deletion.











INVESTORS’ RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of October, 2011 and as
amended as of May 31, 2012 with the consent of the Investors, by and among COUPON EXPRESS, INC., a Nevada corporation (the “Company”), each of
the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” have purchased Cumulative Convertible
Senior Notes (“Senior Notes”) and Warrants (“Warrants”) of the Company.

RECITALS

WHEREAS, the Senior
Notes are convertible into the Company’s Series A Preferred Stock, par value $0.001 (“Preferred Stock”);

WHEREAS, the
Preferred Stock is convertible into, and the Warrants are exercisable for, the Company’s Common Stock, $0.001 par value; and 


WHEREAS, the parties desire for this Agreement to govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to
the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and to govern certain other
matters as set forth in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.

Definitions.  For
purposes of this Agreement:

1.1

“Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such
Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter
existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.2

“Common
Stock” means shares of the Company’s common stock, par value $0.001 per share.

1.3

“Damages”
means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other
federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any 
























of its agents or Affiliates) of the
Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state
securities law. 

1.4

“Derivative
Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock,
including options and warrants.

1.5

“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.6

“Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option,
stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; or (iii) a registration on any form that does not include
substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities.

1.7

“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently
adopted by the SEC.

1.8

 “GAAP”
 means generally accepted accounting principles in the United States.

1.9

“Holder”
means any holder of Registrable Securities who is a party to this Agreement.

1.10

“Immediate Family
Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

1.11

“Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.12

 “Major
Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 50% of the Registrable Securities
then outstanding.

1.13

“New
Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to
purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity
securities.

1.14

“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.




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1.15

“Purchase
Agreement” means that certain Cumulative Convertible Senior Note and Warrant Purchase Agreement, dated October 21, 2011, between the Company and the
purchasers party thereto.

1.16

“Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock which in turn is issuable upon conversion of the
Senior Notes; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of
the Company, held by the Investors  as of the date hereof, including the Warrants; and (iii) any Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, the shares referenced in clauses (i), and (ii) above; excluding in all cases, however, (A) any Registrable Securities sold by a Person in a
transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 5.1 and (B) shares that have been sold pursuant to
SEC Rule 144 or under a registration statement, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant
to Section 2.13 of this Agreement.

1.17

“Registrable
Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable
Securities and the number of shares of Common Stock that are Registrable Securities  issuable (directly or indirectly) pursuant to then exercisable and/or
convertible securities.

1.18

“Restricted
Securities” means the securities of the Company required to bear the legend set forth in Section 2.12(b) hereof.

1.19

“SEC”
means the Securities and Exchange Commission.

1.20

“SEC Rule
144” means Rule 144 promulgated by the SEC under the Securities Act.

1.21

“SEC Rule
145” means Rule 145 promulgated by the SEC under the Securities Act.

1.22

 “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.23

“Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees
and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in
Section 2.6.

1.24

“Senior
Notes” shall have the meaning specified in the preamble. 

1.25

“Warrants”
 shall have the meaning specified in the preamble.







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2.

Registration Rights.
The Company covenants and agrees as follows:

2.1

Demand Registration.


(a)

Form S-1 Demand.
If at any time the Company receives a request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1
registration statement with respect to Registrable Securities, then the Company shall (i) within ten (10) days after the date such request is given, give notice
thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within ninety (90)
days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement (or other form the Company is eligible to file to
effect the registration of the Registrable Securities specified in the Demand Notice under the Securities Act covering all Registrable Securities, in accordance
with the intended method of disposition specified in such Demand Notice, that the Initiating Holders requested to be registered and any additional Registrable
Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty
(20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(b) and Section 2.3.

(b)

Notwithstanding the
foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the
Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to
the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement
otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or
other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for
preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have
the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled
correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may
not invoke this right more than once in any twelve (12) month period.

(c)

The Company shall not be
obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is thirty (30) days before
the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated
registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective, and provided further such registration does not include securities owned by directors and officers of the Company and is not otherwise an Excluded
Registration; or (ii) after the Company has effected one registration pursuant to Section 2.1(a); A registration shall not be counted as
“effected” for purposes of this Section 2.1(c) until such time as the applicable registration statement has been declared effective by the
SEC and such registration statement has remained effective for a period of not less than one year, with such period extended to the extent any stop order,
injunction or other commission or 







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governmental agency orders precludes the use
of such registration statement by the Holders, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration
expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration
statement shall be counted as “effected” for purposes of this Section 2.1(c).

2.2

Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of
its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration),
the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such
notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities
that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by
it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such
registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.

2.3

Underwriting
Requirements.

(a)

If, pursuant to Section
2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s)
will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder
to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary
form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s)
advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders
shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be
included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as
practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling
Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced
unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

(b)

In connection with any
offering involving an underwriting of 







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shares of the Company’s capital stock
pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the
Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in
their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable
Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the
underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will
not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be
included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as
nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all
such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of
shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the
offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering. For purposes of

the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation,
the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such
partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single
“selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of
Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c)

For purposes of Section
2.1(c) a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in
Section 2.3(a), fewer than all of the total number of Registrable Securities that Holders have requested to be included in such
registration statement are actually included, unless otherwise agreed to by the Holders of a majority of the Registrable Securities then outstanding.

2.4

Obligations of the
Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as
reasonably possible:

(a)

prepare and file with the
SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to
become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement
effective for a period of up to one year or, if earlier, until the distribution contemplated in the registration statement has been completed; provided,
however, that such one year period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of
Common Stock (or other 







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securities) of the Company, from selling any
securities included in such registration;

(b)

prepare and file with the
SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary
to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c)

furnish to the selling
Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders
may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d)

use its commercially
reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such
jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and
except as may be required by the Securities Act;

(e)

in the event of any
underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of
such offering;

(f)

use its commercially
reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading
system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g)

provide a transfer agent
and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration;

(h)

promptly make available for
inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or
accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents,
and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in
such registration statement and to conduct appropriate due diligence in connection therewith;

(i)

notify each selling Holder,
promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus
forming a part of such registration statement has been filed; and







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(j)

after such registration
statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or
prospectus.

(k)

make every reasonable
effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of
any of the Registrable Securities for sale in any jurisdiction, as soon as practicable;

(l)

cooperate with the selling
Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold
and not bearing any restrictive legends unless required by applicable law; and enable such Registrable Securities to be in such denominations and registered in
such names as the managing underwriters may request at least two business days prior to the closing of any sale of Registrable Securities to the underwriters;
and

(m)

enter into such agreements
(including an underwriting agreement) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of
such Registrable Securities and in connection therewith, whether or not an underwriting agreement is entered into and whether or not the registration is an
underwritten registration, (i) make such representations and warranties to the Holders of such Registrable Securities with respect to the registration
statement, prospectus and documents incorporated by reference, if any, in form, substance and scope as are customarily made by issuers in similar offerings and
confirm the same if and when requested; (ii) obtain opinions of counsel to the Company (which may be the general counsel) and updates thereof in the form, scope
and substance as are customary in similar offerings; (iii) in the case of an underwritten offering, enter into an underwriting agreement in form, scope and
substance as is customary in underwritten offerings; (iv) furnish to each selling Holder a signed counterpart, addressed to such Holder (and the underwriters,
if any) of a “comfort” letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public
offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company’s
financial statements included in such registration statement, covering the matters with respect to such registration statement (and the prospectus included
therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to
the underwrites in underwritten public offerings of securities and such other financial matters as such Holder (or the underwrites, if any)
may reasonably request; (v) if an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of
Section 2.8 with respect to all parties to be indemnified pursuant to such section, with such other indemnification provisions as are customary and
acceptable to the underwriters, the selling Holders and the Company; and (vi) the Company shall deliver such documents and certificates as may be requested
by the selling Holders and the managing underwriters, if any, to evidence compliance with this paragraph (k) and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company.  The above shall be done at each closing under such underwriting or similar
agreement or as and to the extent required thereunder.







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2.5

Preparation; Reasonable
Investigation.  In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the
Company shall give the selling Holders, their underwriters, and their respective counsel and accountants, a reasonable opportunity to participate in the
preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto
(other than documents filed under the Exchange Act and incorporated by reference therein), and shall give each of them such access to its books and records and
such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements
as shall be necessary in the opinion of such Holders’ and such underwiters’ respective counsel, to conduct a reasonable investigation within the
meaning of the Securities Act.

2.6

Furnish Information.
It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable
Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.  

2.7

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including
all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable
fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided,
however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders
shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of
a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to
Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable
Securities registered on their behalf.

2.8

Indemnification.
 If any Registrable Securities are included in a
registration statement under this Section 2:

(a)

To the extent permitted by
law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder;
legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such
Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in
this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if 







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such settlement is effected without the
consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of
or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder,
underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b)

To the extent permitted by
law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has
signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for
the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person
of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or
omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with
such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred
thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the
aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering
received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c)

Promptly after receipt by
an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be
entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action
and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the
defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified
parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by
the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the
indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified
party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The
failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 2.8.







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(d)

To provide for just and
equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder
makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such
case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be
required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will
contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or
other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue
statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission;
provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such
Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11 (f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation;
and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by
such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses) paid by such Holder),
except in the case of willful misconduct or fraud by such Holder.

(e)

Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f)

Unless otherwise superseded
by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section
2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the
termination of this Agreement.

2.9

Reports Under Exchange
Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration, the Company shall:

(a)

make and keep available
adequate current public information, as those terms are understood and defined in SEC Rule 144;







11


















(b)

use commercially reasonable
efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any
time after the Company has become subject to such reporting requirements); and

(c)

furnish to any Holder, so
long as the Holder owns any Registrable Securities, promptly upon request (i) to the extent accurate, a written statement by the Company that it has complied
with the reporting requirements of SEC Rule 144; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that
permits the selling of any such securities without registration.

2.10

Limitations on
Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a
majority of the Registrable Securities then outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that (i)
would provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to
include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder to
initiate a demand for registration of any securities held by such holder or prospective holder.

2.11

“Market
Stand-off’ Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period
commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity
securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter not to
exceed ninety (90) days (which may be extended for such longer period, not to exceed 34 days after the expiration of the 90-day period, as the underwriters of
the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rules of regulations)), (i)
lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or
warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable
or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired)
or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or
otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting
agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially
reasonable

efforts to obtain a similar agreement from all stockholders individually owning more than two percent (2%) of the Company’s outstanding Common Stock
(after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended
third-party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a 







12


















party hereto. Each Holder further agrees to
execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11
 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the
Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.  The
Company represents and warrants that as of the date hereof, there are no agreements granting registration rights to any Person other than this Agreement.

2.12

Restrictions on Transfer.


(a)

The Preferred Stock and the
Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to
its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to
ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred
Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified
in this Agreement.

(b)

Each certificate or
instrument representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced
in clauses (i), (ii) and (iii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise
permitted by the provisions of Section 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES
REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES
REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a
notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth
in Sections 2.11 and 2.12.

(c)

The holder of each
certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any
proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the
proposed transaction, the Holder thereof shall give notice to the Company of such 







13


















Holder’s intention to effect such
sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if
reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose
legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without
registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such
Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any
other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be
effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such
Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or
“no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted
Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section
2.12.  Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made
pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.12(b), except that such certificate shall not bear such
restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any
provisions of the Securities Act.

2.13

Termination of
Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1
 or Section 2.2 shall terminate upon the earliest to occur of:

(a)

when all of such
Holder’s Registrable Securities could be sold without restriction under SEC Rule 144 during any 90-day period; and

(b)

the tenth anniversary of
the date of this Agreement.

3.

Information and Board
Rights.

3.1

Delivery of Financial
Statements. Commencing after the first anniversary of the date hereof, the Company, upon written request, shall deliver to each Investor, provided that the
Board of Directors has not reasonably determined that such Investor is a competitor of the Company:

(a)

as soon as practicable, but
in any event within ninety (90) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income
and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year;

(b)

as soon as practicable, but
in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of
income and of cash flows for such fiscal quarter, and 







14


















an unaudited balance sheet and a statement
of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be
subject to normal year­end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(c)

as soon as practicable, but
in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the
number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of
the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange
ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any,
all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief
financial officer or chief executive officer of the Company as being true, complete, and correct;

(d)

as soon as practicable, but
in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited
balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial
statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(e)

as soon as practicable, but
in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”),
approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months
and, promptly after prepared, any other budgets or revised budgets prepared by the Company;

(f)

with respect to the
financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(d), an instrument executed by the chief financial officer
and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior
practice for earlier periods (except as otherwise set forth in Section 3.1(b) and Section 3.1(d)) and fairly present the financial condition of
the Company and its results of operation for the periods specified therein; and 

(g)

 such other
information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably
request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably
determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the
Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

If, for any period,
the Company has any subsidiary whose accounts are consolidated 







15


















with those of the
Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating
financial statements of the Company and all such consolidated subsidiaries.

Notwithstanding
anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period
starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably
concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants
under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such
registration statement to become effective.

3.2

Inspection. The
Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the
Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the
Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major
Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that
it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form
acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

3.3

Observation Rights.  The holders of (i) a majority of the Series A Preferred Stock, voting as a separate class, or (ii) if a majority of the outstanding aggregate
principal amount of the Collective Senior Notes (which term shall mean the Senior Notes combined with the notes issued pursuant to the Purchase
Agreement dated May 31, 2012 between the Company and the investors named therein) shall not have been converted into Series A Preferred Stock at such time,
a majority of the then outstanding aggregate principal balance of the Collective Senior Notes, shall be entitled to have one representative attend all
meetings of the Board of Directors of the Company in a nonvoting observer capacity and to receive notice, consents, minutes and other materials that it provides
to its Board of Directors; provided, that the Major Investor shall, and shall cause each of its representatives who may have access to any of the information
made available at any meeting of the Company’s Board of Directors or provided by the Company to its Board of Directors, hold in confidence and not
disclose or use, directly or indirectly any such information, other than in connection with the investment in the Company; provided further, that the Company
reserves the right not to provide information to the Major Investor or its representatives and to exclude them from any meeting or portion thereof if attendance
at such meeting by them would adversely affect the attorney-client privilege between the Company and its counsel or if the Major Investor or its representatives
is or becomes a competitor, or affiliated in any manner with a competitor, of the Company.

3.4

Confidentiality.
Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in
the Company) any confidential information obtained from the Company 







16


















pursuant to the terms of this Agreement
(including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the
public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by
the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without
a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential
information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with
monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser
agrees to be bound by the provisions of this Section 3.4; (iii) to any existing Affiliate, partner, member, stockholder, or wholly owned subsidiary of
such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and
directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly
notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.  Company agrees not to divulge
any confidential information to any Investor without such Investor’s prior consent.

4.

Additional Covenants.

4.1

Matters Requiring
Director Approval. The Company shall not, without approval of the Board of Directors (in addition to any approval required under the Preferred Stock):

(a)

make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation,
partnership, or other entity unless it is wholly owned by the Company;

(b)

make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company
or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved
by the Board of Directors;

(c)

guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of
the Company or any subsidiary arising in the ordinary course of business;

(d)

make any
investment inconsistent with any investment policy approved by the Board of Directors;

(e)

incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors, other than
trade credit incurred in the ordinary course of business;

(f)

otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as
defined in Rule 12b-







17


















2 promulgated under the Exchange Act) of any
such Person, except for transactions contemplated by this Agreement, the Purchase Agreement; transactions resulting in payments to or by the Company in an
aggregate amount less than $100,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the
Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; 

(g)

hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive
officers;

(h)

change the principal business of the Company, enter new lines of business, or exit the current line of business;

(i)

sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of
business; or

(j)

enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or
assets greater than $100,000.

4.2

Board Matters. The
Board of Directors shall be comprised of five (5) directors and meet at least quarterly in person in accordance with an agreed-upon schedule. The Company shall
reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with
attending meetings of the Board of Directors. In addition to any manner of calling for special meetings of the Board of Directors in the Company’s Bylaws,
the holders of (i) a majority of the Series A Preferred Stock, voting as a separate class, or (ii) if a majority of the outstanding aggregate principal amount
of Collective Senior Notes shall not have been converted into Series A Preferred Stock at such time, a majority of the then outstanding aggregate
principal balance of the Collective Senior Notes, may call a special meeting of the Board of Directors at any time by written notice to the Board of
Directors, provided that the right to call a special meeting in accordance with this Section 4.2, shall be limited to two (2) meetings within any twelve month
period.

4.3

Independent Director.  One director shall at all times (i) be independent of the Company, its executive officers and directors and their respective affiliates and (ii)
approved by the holders of (i) a majority of the Series A Preferred Stock, voting as a separate class, or (B) if
a majority of the outstanding aggregate principal amount of Collective Senior Notes shall not have been converted into Series A Preferred Stock at such
time, a majority of the then outstanding aggregate principal balance of the Collective Senior Notes. The Board of Directors shall take all actions in
support of such designee for election to the Board of Directors, whether at an annual shareholders meeting, a special meeting or action by written consent.

4.4

Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or
surviving corporation or entity of such consolidation or merger, then to 







18


















the extent necessary, proper provision shall
be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of
Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of
Incorporation, or elsewhere, as the case may be.

4.5

Annual Budget and
Business Plan.  Prior to the beginning of each fiscal year, the Board shall prepare a business plan and budget for the succeeding fiscal year that
shall be approved by the holders of (i) a majority of the Series A Preferred Stock, voting as a separate class, or (ii) if a majority of the outstanding
aggregate principal amount of Collective Senior Notes shall not have been converted into Series A Preferred Stock at such time, a majority of the then
outstanding aggregate principal balance of the Collective Senior Notes.

4.6

Right of First
Refusal.  The Company hereby grants to each Investor the right of first refusal to purchase that portion of all “New Securities” (as
defined below) from the date hereof until the later of (i) three years or (ii) that date when the Holders own, in the aggregate, less than 25% of the
Shares of Common Stock (on an as converted or exercised basis) owned by the Investors, in the aggregate, on the closing of the transactions effected in
connection with the purchase of Senior Notes  by the Investors party hereto (the date hereof referred to as the “Closing”) as the number of
shares owned and/or issuable or purchasable under convertible debt, equity securities, options, warrants or other rights held by each such  Investor on the
date that each receives the “Offer” (as defined below) bears to the total number of shares of the Company issued and outstanding on the date of the
Offer on the following terms and conditions (the “Preemptive Rights”);

(a)

“New
Securities” shall mean any capital stock of the Company issued after the Closing, whether now authorized or not, and rights, options, or warrants to
purchase said capital stock, and securities of any type whatsoever that are, or may become, convertible into said common stock or preferred stock of the Company
issued after the Closing; provided, however, that “New Securities” shall not include (i) existing indebtedness of the Company which is convertible
into shares of the Company’s Common Stock and the shares issuable thereunder, (ii) options and/or warrants to employees and consultants of the Company at
exercise prices no less than fair market value on date of grant (adjusted appropriately for stock splits, combinations and the like), and (iii) any Common Stock
or other securities issued or issuable under the Transaction Documents (as defined in the Purchase Agreement) or the anti-dilution provisions thereof, and
(iv) any securities specified under Section 5(b)(ix) of the Series A Certificate of Designation entitled “Exceptions”.

(b)

If the Company intends
to issue New Securities after the Closing, it shall give written notice of its intention, describing the type of New Securities, the price, and the terms upon
which the Company proposes to issue the same (the “Offer”).  With respect to any New Securities proposed to be issued for assets or property
other than cash, the price set forth in the notice shall be based upon the fair market value of such assets or property as determined by the Board of Directors
of the Company in its reasonable good faith judgment.  The Investors shall each have twenty (20) days from 







19


















the effective date of such notice to
agree to purchase its respective portion of the New Securities for the cash equivalent price and upon the other general terms specified in the Offer by giving
written notice to the Company and stating therein the quantity of New Securities to be purchased accompanied by the cash equivalent purchase price as set forth
in the Offer.

(c)

If any Investor fails to
notify the Company during such twenty (20) day notice period of its respective election to exercise its respective Preemptive Rights, the Company will give
notice to those Investors who have exercised their respective Preemptive Rights who will then have an additional ten (10) day period (the “Secondary
Preemptive Right”) to purchase such portion of the New Securities as to which Investors have not initially exercised their rights to purchase, pro-rata in
proportion to those exercising the Secondary Preemptive Right,.  If the Company fails to sell such portion of the New Securities for which Preemptive
Rights have not been exercised on the terms set forth in the Offer within ninety (90) days after the termination of such thirty (30) day notice period, it must
once again comply with the Preemptive Rights provisions set forth herein.

4.7

Right of Co-Sale.
 

(a)

In the event that the
individuals set forth in Exhibit A (“Seller”) proposes to sell, assign, transfer or otherwise convey (herein a “sale”) any shares of
Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock (“Co-Sale Securities”), the Seller shall offer in
writing to the Investors the right to participate in such sale on the same terms and conditions available to the Seller.  Upon written notice to the Seller
within fifteen (15) days of receipt by the Investor of notification from the Seller of the proposed sale, each Investor may sell that number of shares of
Co-Sale Securities equal to the total number of shares to be sold by the Seller  in the transaction, multiplied by (b) a fraction, the numerator of which
is the number of shares of Co-Sale Securities held by the Investor and the denominator of which is the number of shares of Co-Sale Securities held by all
Investors exercising co-sale rights plus the Seller.  To the extent the Investor exercises such right of participation, the number of shares of Co-Sale
Securities that the Seller may sell in the transaction shall be correspondingly reduced.  For purposes of this Section 4.7(a), the number of shares of
Co-Sale Securities other than Common Stock shall be that number of shares of Common Stock the Co-Sale Securities are, directly or indirectly,  convertible
into, exchangeable for, or exercisable for.

(b)

The amount of Co-Sale
Securities so transferred shall not include the sale, assignment, transfer or other conveyance  of Co-Sale Securities by the Seller:  (a) to the
Seller’s spouse or former spouse, parents, or children or other members of the Seller’s family (including relatives by marriage), or to a custodian,
trustee or other fiduciary for the company or other entity or person in connection with a bona fide estate planning transaction; (b) by way of bequest or
inheritance upon death;; (c) by way of a bona fide gift or (d) by way of any pledge of Co-Sale Securities made by the Seller pursuant to a bona fide loan
transaction with an established financial institution that creates a mere security interest; provided, however, that any transferees pursuant to this 







20


















Section 4.7(b) shall receive and hold
such Co-Sale Securities subject in all respects to the provisions of this Agreement including, for sake of clarity, the provisions of Section 4.7(a), and that
there shall no further transfer of such shares except in accordance herewith.

4.8

In the event that a sale
under this paragraph 4.9 is deemed a liquidation under Article 3 of the Company’s Amended and Restated Articles of Incorporation, the provision of
such Section shall control the allocation of consideration between the participating Investors and the Seller under this paragraph 4.8.

5.

Miscellaneous.

5.1

Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that
(i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such
Holder’s Immediate Family Members; or (iii) after such transfer, holds at least five percent (5%) of the shares of Registrable Securities then
outstanding; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of
such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument
delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For
the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or
stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such
Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would
not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking
any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted
assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.


5.2

Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law.

5.3

Counterparts; Facsimile.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

5.4

Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this 







21


















Agreement.

5.5

Notices. All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt
or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business
hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized
overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.  All communications shall be sent to the respective
parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive
Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with
this Section 5.5. If notice is given to the Company, a copy shall also be sent to Meyer, Suozzi, English & Klein, P.C., 990 Stewart Avenue, Suite
300, Garden City, New York  11530, Attention:  Richard G. Satin, Esq., Facsimile:  (516) 741-6706.   If notice is to be given to the
Investors at their address as provided to the Company and in case of a notice to the Lead Purchaser (as defined in the Purchase Agreement of even date
herewith), with a copy to:  Allan Grauberd, Esq., Moses & Singer LLP, 405 Lexington Avenue, New York, NY  10174-1299, Facsimile:
 212-554-7700.

5.6

Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement 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 holders of a majority of the Registrable Securities
then outstanding; provided that Sections 3.3, 4.2, 4.3 and 4.5 may only be amended with the written consent of the holders of (i) a majority of the
Series A Preferred Stock, voting as a separate class, or (B) if a majority of the outstanding aggregate principal amount of Notes shall not have been converted
into Series A Preferred Stock at such time, a majority of the then outstanding aggregate principal balance of the Notes; provided further that the
Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after
notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver); and provided further that
any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing,
this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent
of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of
Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms,
notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). The Company shall
give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment,
termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 5.6 shall be binding on all parties hereto,
regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or
more instances, shall be deemed 







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to be or construed as a further or
continuing waiver of any such term, condition, or provision.

5.7

Severability.
 In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall
be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

5.8

Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any
rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

5.9

Entire Agreement.
This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the
subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

5.10

Delays or Omissions.
No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under
this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or
acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.

[Remainder of page intentionally left
blank. Signature pages follow. ]





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




COMPANY:




COUPON EXPRESS, INC.




By: ____________________________

Name:  Eric L. Kash 

Title: Chief Executive Officer







INVESTORS:




[Signature of Investor]










[Name of Investor]













[Signature Page of Investors’
Rights Agreement.]















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Principal Amount of

Name and Address

Cumulative Convertible Senior Notes


























25