REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2012, is by and among LightPath Technologies,
Inc., a Delaware corporation (the “Company”), and each of 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 June 11, 2012 (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) shares (the “Common Shares”) of Common Stock (as defined in the
Warrants (as defined in the Securities Purchase Agreement)) and (ii) the Warrants, 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 any other day on which commercial banks in New York, New York are authorized
or required by law to remain closed.


 


(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) 90th calendar day after the Closing Date (or the 120th calendar day after the Closing
Date in the event that such Registration Statement is subject to review by the SEC) and (B) third (3rd) 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 that
may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90th calendar day following
the date on which the Company was required to file such additional Registration Statement (or the 120th calendar day
after such date in the event that such Registration Statement is subject to review by the SEC) and (B) third (3rd) 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, however, if (but only if) a Filing Failure did not occur,
then such time periods shall be tolled on a day-for-day basis for so long as the Company’s audited financial statements are
stale pursuant to Regulation S-X Rule 3-12(b).


 


(e)          “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the 8th Business Day after the Closing Date 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 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 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 Common Shares, (ii) the Warrant Shares and (iii) any capital stock of the Company issued or
issuable with respect to the Common Shares, the Warrant 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) shares of capital stock of
the Company into which the shares of Common Stock are converted or exchanged and shares of 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 exercise of the Warrants.


 


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


 


(k)          “Required
Holders” means the holders of at least 80% of the Registrable Securities.


 



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(l)          “Required
Registration Amount” means the sum of (i) the Common Shares issued and (ii) the maximum number of Warrant Shares issued
and issuable pursuant to the Warrants as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date
of determination (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).


 


(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 commercially reasonable 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, Cranshire Capital Master Fund, Ltd. (“Cranshire”) shall have the right
to select one (1) legal counsel to review and oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal
Counsel”), which shall be Greenberg Traurig, LLP or such other counsel as thereafter designated by Cranshire.


 


(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 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 and the availability for
use of each prospectus contained therein 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.


 



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(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 commercially reasonable 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) 0.85. The calculation
set forth in the foregoing sentence shall be made without regard to any limitations on exercise of the Warrants (and such calculation
shall assume that the Warrants are then fully exercisable for shares of Common Stock at the then-prevailing applicable Exercise
Price).


 



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(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 shares of Common Stock on the Principal
Market (as defined in the Securities Purchase Agreement), 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 the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934
Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information
Failure”) as a result of which any of the Investors are unable to sell those Registrable Securities included in such
Registration Statement 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), the Company shall pay
to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of
such Investor’s Purchase Price (as defined in the Securities Purchase Agreement) (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, pro rated 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, (i) in no event shall the aggregate amount of all Registration Delay Payments paid to an Investor exceed an amount equal
to 6% of such Investor’s Purchase Price, (ii) no Effectiveness Failure shall be deemed to have occurred with respect to a
Registration Statement if and only if (x) no Filing Failure occurred with respect to such Registration Statement and (y) the Company
has complied with the last sentence of Section 3(f) with respect to all comments received from the SEC relating to such Registration
Statement, (iii) no single event or failure shall give rise to more than one type of Registration Delay Payments, and (iv) 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 shares of 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).


 



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(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).  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 securities that are not Registrable Securities,
if any such securities are permitted by the Required Holders to be included in accordance with the terms of this 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 thirty (30) 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).


 



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(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 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 stock 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 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. In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement 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.


 


3.           Related
Obligations.


 


The Company shall use
commercially reasonable 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:


 



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(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 commercially reasonable 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. Subject to the provisions of the definition of “Effectiveness Deadline,” the Company
shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company learns that no review of
a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration
Statement (as the case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall
be immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not later
than forty-eight (48) hours after the submission of such request.


 


(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 report on Form 10-Q or Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934
Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable,
or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement such Registration Statement.


 



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(c)          The
Company shall (A) permit Legal Counsel and legal counsel for each other Investor to review and comment upon (i) each Registration
Statement at least three (3) Business 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
Legal Counsel or any legal counsel for any other Investor reasonably objects. The Company shall not submit a request for acceleration
of the effectiveness of a Registration Statement or any amendment or supplement thereto or to any prospectus contained therein
without the prior consent of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish
to Legal Counsel and, upon each other Investor’s written request, legal counsel for each such other 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 Legal Counsel and legal counsel
for each other 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, (ii) upon the effectiveness of each Registration
Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including,
without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Investor, provided that any such item which is
available on the SEC’s EDGAR System (or successor thereto) need not be furnished in physical form.


 



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(e)          Upon
the reasonable request of an Investor, the Company shall use commercially reasonable 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 and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)          The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, 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 Legal Counsel and each
Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly
notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to Legal Counsel and each Investor by facsimile or 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 five (5) Business Days after the receipt thereof).


 



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(g)          The
Company shall (i) use commercially reasonable 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 Legal
Counsel and 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 identified by such Investor in a writing delivered to
the Company, 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.


 



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(j)          The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement 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 commercially reasonable 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 the OTC Bulletin Board, or (iii) if, despite the Company’s 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 commercially reasonable 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 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.


 



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


 


(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 commercially reasonable 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 attached hereto as Exhibit A.


 


(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.


 



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(s)          The
Company shall use commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for
the registration of the resale of all the Registrable Securities.


 


(t)          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.


 


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.


 



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 (d)          Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


5.           Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. The Company
shall also reimburse Cranshire for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification
pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000.


 


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, shareholders, 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, shareholders, 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 party is or may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading 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 (the matters in the foregoing
clauses (i) through (iii) 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, or any preliminary or final prospectus, and (ii) shall
not be available to a particular Investor to the extent such Claim is based on a failure of such Investor to deliver or to cause
to be delivered the prospectus made available by the Company (to the extent applicable), including, without limitation, a corrected
prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d) and then
only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such Claim would have existed;
and (iii) 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.


 



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(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 or any preliminary or final prospectus; 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.


 



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(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.


 



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(d)          No
Person involved in the sale of Registrable Securities who 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 indemnification from any Person involved in such sale
of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)          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.


 


(f)          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:


 



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(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 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 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 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 only with the written consent of the Company and the Required Holders. Any amendment 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 the holders of Registrable Securities, (2) imposes any monetary
obligation or liability, or any material 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) or (3) applies retroactively. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders (in
a writing signed by all of the Required Holders) may waive any provision of this Agreement, and any waiver of any provision of
this Agreement made in conformity with the provisions of this Section 10 shall be binding on each Investor, provided that no such
waiver shall be effective to the extent that it (1) applies to less than all the Investors (unless a party gives a waiver as to
itself only) or (2) imposes any monetary obligation or liability, or any material 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 consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.


 



    	19



    	 



    

 


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 facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) with respect to Section 3(c), by electronic mail (provided confirmation of transmission is electronically generated
and kept on file by the sending party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery
service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile
numbers and electronic mail addresses for such communications shall be:


 


If to the Company:


 


LightPath Technologies, Inc.


2603 Challenger Tech. Court, Suite 100


Orlando, Florida 32826


Facsimile: (407) 382-4007


E-mail address: jgaynor@lightpath.com


Attention: Chief Executive Officer


 


With a copy (for informational purposes only) to:


 


Baker & Hostetler LLP


200 S. Orange Ave., Suite 2300


Orlando, Florida 32801


Facsimile: (407) 841-0168


 



    	20



    	 



    

 


E-mail address: jdecker@bakerlaw.com


Attention: Jeffrey E. Decker, Esq.


 


If to the Transfer Agent:


 


Registrar and Transfer Company


10 Commerce Drive


Cranford, New Jersey 07016


Facsimile: (908) 497-2310


E-mail address: drillera@rtco.com


Attention: David Rillera


 


If to Legal Counsel:


 


Greenberg Traurig, LLP

77 W. Wacker Drive, Suite 3100

Chicago, Illinois 60601

E-mail addresses: liebermanp@gtlaw.com


mazurt@gtlaw.com


Facsimile: (312) 456-8435

Attention: Peter H. Lieberman, Esq.


   Todd A. Mazur, Esq.


 


If to a Buyer, to its address, facsimile
number or electronic mail address (as the case may be) 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 address and/or
facsimile number 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 Greenberg Traurig, LLP shall only be provided
notices sent to Cranshire. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine or electronic mail transmission
containing the time, date and recipient facsimile number or electronic mail address or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. 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.


 



    	21



    	 



    

  


(d)          The
parties hereby agree that pursuant to 735 Illinois Compiled Statutes 105/5-5 they have chosen that all questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or
any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Chicago, Illinois, 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. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. 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)          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, or any instrument
that any Investor received from, 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 or any instrument that any Investor received
prior to the date hereof from the Company and/or any of its Subsidiaries and all such agreements and instruments shall continue
in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.


 


(f)          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.


 



    	22



    	 



    

  


(g)          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.


 


(h)          This
Agreement may be executed in two or more counterparts, 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 e-mail 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.


 


(i)          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.


 


(j)          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.


 


(k)          All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, and shall be binding upon all Investors.


 



    	23



    	 



    

 


(l)          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 pages follow]


 



    	24



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	LightPath Technologies, Inc.
	 	 
	 	By: 	/s/ J. James Gaynor
	 	 	J. James Gaynor
	 	 	Chief Executive Officer


 



    	 



    	 



    

IN WITNESS WHEREOF,
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:
	 	 
	 	CRANSHIRE CAPITAL MASTER FUND, LTD.
	 	 	 
	 	By:	Cranshire Capital Advisors, LLC
	 	Its:	Investment Manager
	 	 	 
	 	/s/ Keith A. Goodman
	 	By:	Keith A. Goodman
	 	Its:	Chief Operating Officer


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	PYRAMID TRADING, L.P.
	 	 
	 	/s/ Keith A. Goodman
	 	By:	Keith A. Goodman
	 	Its:	Chief Operating Officer


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Brett A. Moyer
	 	Brett A. Moyer


  



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Ami Silberman
	 	Ami Silberman


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ David Diamant
	 	David Diamant
	 	 
	 	/s/ Ronni Diamant
	 	Ronni Diamant


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	THE BART MARCY TRUST
	 	 	 
	 	/s/ Barton C. Marcy
	 	By: 	Barton C. Marcy
	 	Its:	Trustee


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	DYETT-RICHARDSON FAMILY TRUST
	 	 	 
	 	/s/ Michael Dyett
	 	By:	Michael Dyett
	 	Its:	Trustee


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Lester B. Boelter
	 	Lester B. Boelter


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Richard Straeter
	 	Richard Straeter


  



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Raymond Smullyan
	 	Raymond Smullyan


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Mark Grinbaum
	 	Mark Grinbaum


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ William S. Lapp
	 	William S. Lapp


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	/s/ Eric Handorf
	 	Eric Handorf


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	SHADOW CAPITAL LLC
	 	 
	 	/s/ B. Kent Garlinghouse
	 	By:	B. Kent Garlinghouse
	 	Its:	Manager


 



    	 



    	 



    

 


IN WITNESS WHEREOF, Buyer and the
Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.


 


	 	BUYER:
	 	 
	 	/s/ Richard J. Lemming
	 	Richard J. Lemming
	 	 
	 	/s/ Emily M. Lemming
	 	Emily M. Lemming


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	OCTAGON CAPITAL PARTNERS
	 	 
	 	/s/ Steven Hart
	 	By:	Steven Hart
	 	Its:	General Partner


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	SCHOTTENSTEIN CAPITAL PARTNERS, LP
	 	 	 
	 	/s/ Gary L. Schottenstein
	 	By:	Gary L. Schottenstein
	 	Its:	General Partner


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
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:
	 	 
	 	Next View Capital LP
	 	 
	 	/s/ Stewart Flink
	 	By:	Stewart Flink
	 	Its:	Manager


 



    	 



    	 



    

 


IN WITNESS WHEREOF, 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:
	 	 
	 	/s/ Nicholas Carosi III
	 	Nicholas Carosi III


 



    	 



    	 



    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Registrar and Transfer Company


10 Commerce Drive


Cranford, New Jersey 07016

Facsimile: (908) 497-2310


E-mail address: drillera@rtco.com


Attention: David Rillera


 


Re:     LightPath Technologies,
Inc.


 


Ladies and Gentlemen:


 


We are counsel to LightPath
Technologies, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with
that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the
Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the
Holders shares of the Company’s common stock, Class A, $.01 par value per share (the “Common Stock”),
and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement,
the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration
Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933,
as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights
Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-1][S-3] (File No. 333-_____________)
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating
to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.


 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we
have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall serve
as our standing opinion to you that the shares of Common Stock and the shares of Common Stock underlying the Warrants are freely
transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any
future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s
Irrevocable Transfer Agent Instructions dated _________ __, 20__.


 



    	 



    	 



    

 


	 	Very truly yours,
	 	 
	 	[ISSUER’S COUNSEL]
	 	 	 
	 	By:	 


 


CC:     [LIST NAMES OF HOLDERS]


 



    	 



    	 



    

 


EXHIBIT B


 


SELLING STOCKHOLDERS


 


The shares of common
stock being offered by the selling stockholders are those issued to the selling stockholders and those issuable to the selling
stockholders upon exercise of the warrants. For additional information regarding the issuance of the common stock and the warrants,
see “Private Placement of Common Stock 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 common stock
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 and warrants, as of ________, 20___, assuming exercise of the warrants
held by each such selling stockholder on that date but taking account of any limitations on 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 into account any limitations
on exercise of the warrants set forth therein.


 


In accordance with
the terms of a registration rights agreement with the holders of the common stock and the warrants, this prospectus generally covers
the resale of the sum of (i) the shares of common stock issued to the selling stockholders and (ii) the maximum number of shares
of common stock issuable upon exercise of the warrants determined as if the outstanding warrants were exercised in full (without
regard to any limitations on exercise contained therein) as of the trading day immediately preceding the date this registration
statement was initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders
pursuant to this prospectus.


 


Under the terms of
the warrants, a selling stockholder may not exercise the warrants to the extent (but only to the extent) such selling stockholder
or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.9% or 9.9% (as applicable).
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 Owned
 After Offering
	 	 	 	 	 	 	 
	Cranshire Capital Master Fund, Ltd.	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Pyramid Trading L.P.	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Brett A. Moyer	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Ami Silberman	 	 	 	 	 	 
	 	 	 	 	 	 	 
	David and Ronni Diamant	 	 	 	 	 	 
	 	 	 	 	 	 	 
	The Bart Marcy Trust	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Dyett-Richardson Family Trust	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Lester B. Boelter	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Richard Straeter	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Raymond Smullyan	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Mark Grinbaum	 	 	 	 	 	 
	 	 	 	 	 	 	 
	William S. Lapp	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Eric Handorf	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Shadow Capital LLC	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Richard J. and Emily M. Lemming	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Octagon Capital Partners	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Schottenstein Capital Partners, LP	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Next View Capital LP	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Nicholas Carosi III	 	 	 	 	 	 




 


(1) Cranshire Capital Advisors, LLC (“CCA”)
serves as the investment manager to Cranshire Capital Master Fund, Ltd. (“Cranshire Master Fund”) and consequently
has voting control and investment discretion over securities held by Cranshire Master Fund. Mitchell P. Kopin (“Mr. Kopin”)
has voting control over CCA. As a result, each of Mr. Kopin and CCA may be deemed to have beneficial ownership (as determined under
Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Cranshire Master Fund which are covered
hereunder.


 



    	 



    	 



    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock issued to the selling stockholders and the shares of common stock issuable upon exercise of the warrants
to permit the resale of these shares of common stock by the selling stockholders from time to time after the date of this prospectus.
We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all
fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholders
may sell all or a portion of the shares of common stock 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 securityholder 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. If the selling stockholders effect such transactions by selling shares of common stock to or through
underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom
they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters,
broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of
the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling
stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close
out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or
pledge shares of common stock to broker-dealers that in turn may sell such shares.


 


The selling stockholders
may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act 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. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the shares of common stock in violation of any applicable securities laws.
In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 



    	 



    	 



    

  


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 shares of common stock.
All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage
in market-making activities with respect to the shares of common stock.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, 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.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration
and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of
the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.


 


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.