Exhibit
10.8


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2019, is by and among PAVmed
Inc., a Delaware corporation with offices located at One Grand Central Place, Suite 4600, New York, NY 10165 (the “Company”),
and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).


 


RECITALS


 


A.
In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of November 3, 2019 (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 the Notes (as defined in the Securities Purchase Agreement) which will be convertible
into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes.


 


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 and (B) the later of (x)
the 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 (y) the date the consent of Legal Counsel
is obtained pursuant to Section 3(c) 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 and (B) the later of (x) the 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 (y) the date the consent of Legal Counsel is obtained pursuant to Section
3(c).


 


(e)
“Filing Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant
to Section 2(a), the 45th calendar 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 Notes 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 Notes, as applicable,
assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9.


 


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


 


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


 


(i)
“Registrable Securities” means (i) the Conversion Shares, and (ii) any capital stock of the Company issued
or issuable with respect to the Conversion Shares or the Notes, 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 (as defined in the Notes) are converted or exchanged, in each case, without regard to any limitations
on conversion of the Notes. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when (i) the SEC has declared a Registration Statement covering such securities effective and such securities have been disposed
of pursuant to such effective Registration Statement, or (ii) such securities are sold under circumstances in which all of the
applicable conditions of Rule 144 under the 1933 Act are met.


 


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


 


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


 




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(l)
“Required Registration Amount” means 200% of the sum of the maximum number of Conversion Shares issuable upon
conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined
in the Notes), (y) interest on the Notes shall accrue through September 30, 2021 and (z) any such conversion shall not take into
account any limitations on the conversion of the Notes set forth in the Notes, subject to adjustment as provided in Section 2(d)
and/or Section 2(f).


 


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


 


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


 


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


 


2.
Registration.


 


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


 


(b)
Legal Counsel. Subject to Section 5 hereof, Kelley Drye & Warren LLP, counsel solely to the lead investor (“Legal
Counsel”) shall review any registration, solely on behalf of the lead investor, pursuant to this Section 2. Notwithstanding
anything to the contrary, the Company shall have no obligations hereunder with respect to any other legal counsel to any other
Investor unless such other Investor delivers written notice to the Company with the name and contact information of such other
legal counsel representing such other Investor.


 




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


 


(d)
Sufficient Number of Shares Registered. In the event the number of shares available under any Registration Statement is
insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s
allocated portion of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement
(if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover at least the Required Registration Amount as of the Trading Day (as defined in the Note) 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 thirty (30) days after the necessity therefor arises (but taking account of any rule adopted by the SEC or staff
position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new
Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its reasonable best efforts to cause
such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective
as soon as practicable following the filing thereof with the SEC. For purposes of the foregoing provision, the number of shares
available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement is less than
the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth
in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of the
Notes and such calculation shall assume (A) that the Notes are then convertible in full into shares of Common Stock at the then
prevailing Conversion Rate (as defined in the Notes), and (B) the initial outstanding principal amount of the Notes remains outstanding
through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled Maturity
Date.


 




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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 (after giving effect to 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 and Legal Counsel 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
in such Registration Statement (after giving effect to 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 any other limitations imposed by the Principal Market, or a failure to register a sufficient number of shares of Common Stock
or by reason of a stop order) or (for any reason other than an Allowable Grace Period) the prospectus contained therein is not
available for use for any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective
for any reason or the prospectus contained therein is not available for use for any reason, and either (x) the Company fails for
any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public
information requirement under Rule 144(c), or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes
such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current
Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without
restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any
holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy
shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance),
the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal
to one percent (1%) of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date
(1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable,
and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness
Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV)
a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii)
such time that such public information is no longer required pursuant to Rule 144 (in each case, 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”; provided, however, that no Registration Delay
Payments shall be payable to an Investor with respect to a Filing Failure or an Effectiveness Failure to the extent (x) such Registration
Delay Payments relate to Registrable Securities such Investor elects not to include in such Registration Statement, or (y) such
Investor fails to timely deliver the Company the information required to be delivered to the Company pursuant to Section 4(a);
provided, further, that, in the event of any reduction in Registrable Securities required to be included in such Registration
Statement pursuant to Sections 2(f) or 3(t), the Company shall not be obligated to make any Registration Delay Payments with respect
to such reduced number of Registrable Securities as a result thereof. 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 percent (1%) per month (prorated for partial months) until
paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (x) (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), and (y) on the Restricted Principal
(as defined in the Series B Notes (as defined in the Securities Purchase Agreement) or Restricted OID (as defined in the Series
B Notes) with respect to any event or failure occurring prior to March 30, 2020.


 




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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 Registrable Securities to be included
by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each
Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff
or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor
or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors
or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that,
with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion
among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking
to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter”
in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an
underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable
Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification
or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first
reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction
in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a
written request to the Company signed by such Investor, the Company to file a registration statement within thirty (30) days of
such request (subject to any restrictions imposed by Rule 415 or such other applicable rule adopted by the SEC or required by
the Staff or the SEC) for resale by such Investor of its Registrable Securities in a manner reasonably 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 reasonably
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 or offering
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities
(other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145
under the 1933 Act) or equity securities issuable in connection with the Company’s stock option or other employee benefit
plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written
notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor
shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of
such Registrable Securities such Investor requests to be registered; provided, however, the Company shall not be required to register
any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction
(including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement, and provided further that
the Company shall not be required to include any Registrable Securities which an underwriter shall advise the Company will materially
adversely affect the Company’s ability to sell all of the shares which the Company intended to sell. The Company may postpone
or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion.


 


(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, other than pursuant to a Registration Statement, 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.


 




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


 


3.
Related Obligations.


 


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


 


(a)
The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities
(but in no event later than the applicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement
to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject
to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained therein
available for use) pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market
prices (and not fixed prices) at all times until the earlier of (i) the date as of which all of the Investors may sell all of
the Registrable Securities required to be covered by such Registration Statement (disregarding any reduction pursuant to Section
2(f)) without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current
public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall
have sold all of the Registrable Securities covered by such Registration Statement (the “Registration Period”).
Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times
while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus
(including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1)
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading
and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all
material information regarding the Company and its securities. Unless by reason of Company developments or SEC rules or staff
positions the Company has a reason for deferring effectiveness (including during an Allowable Grace Period), 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. The Company shall respond in writing to comments made by the SEC in respect of
a Registration Statement as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by
or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.


 




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(b)
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 required to be covered by such Registration Statement until the earlier of (i) 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 or otherwise ceased to be Registrable Securities or (ii) completion of the Registration
Period; provided, however, by 8:30 a.m. (New York time) on or prior to 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 8-K,
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, if permitted under the applicable rules and regulations of the SEC, incorporate such report by reference into
such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the later of the next
Business Day after (A) the 1934 Act report is filed which created the requirement for the Company to amend or supplement such
Registration Statement or (B) clearance by Legal Counsel pursuant to Section 3(c).


 


(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) (collectively, the “Excluded
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 (other than Excluded Reports) in a form to which Legal Counsel reasonably objects; provided,
however, that the Company shall not have any obligation to modify any information if the Company reasonably expects that so doing
would cause (i) the Registration Statement to contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading or (ii) the prospectus contained therein
to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading. The Company shall 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 legal counsel for each other Investor, without charge, (i) copies of any material written 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, in each case unless publicly available on EDGAR, 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, unless publicly available on EDGAR. 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.


 




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(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, in each case unless publicly available
on EDGAR,.


 


(e)
The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may
be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the
receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 




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(f)
The Company shall notify Legal Counsel, legal counsel for each other Investor 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, may include an untrue statement of a material fact or omission to state a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company
or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement
and such prospectus contained therein to correct such untrue statement or omission and deliver ten (10) copies of such supplement
or amendment to Legal Counsel, legal counsel for each other Investor and each Investor (or such other number of copies as Legal
Counsel, legal counsel for each other Investor or such Investor may reasonably request). The Company shall also promptly notify
Legal Counsel, legal counsel for each other Investor 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, legal counsel for each other Investor and each Investor
by e-mail on the same day of such effectiveness), and when the Company receives written notice from the SEC that a Registration
Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the
SEC or any other federal or state governmental authority for any additional information relating to the Registration Statement
or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any
comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood and agreed
that the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15) Business Days
after the receipt thereof).


 


(g)
The Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the
loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify
Legal Counsel, legal counsel for each other Investor 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 each Investor.


 




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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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(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 the Company’s legal counsel for the Registration Statement 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 during the
Registration Period, 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, upon the reasonable advice 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(f) 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 an open-market sale
order, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable,
prior to such Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 


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


 




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(t)
Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure
or filing with the SEC, the Principal Market (as defined in the Notes) or any Eligible Market (as defined in the Notes) without
the prior written consent of such Investor and any Buyer being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement);
provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of
Distribution” section attached hereto as Exhibit B in the Registration Statement; provided, further that if a reduction
of the number of Registrable Securities to be included in the Registration Statement for resale by such Investor in accordance
with Section 2(f) would not cause the Investor to cease to be deemed an “underwriter” by the SEC and such Investor
does not consent to be named as an “underwriter” in such Registration Statement, the Company’s shall have no
obligation hereunder to include such Investor’s Registrable Securities in such Registration Statement (nor shall the Company
incur any Registration Delay Payments with respect thereto).


 


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


 


4.
Obligations of the Investors.


 


(a)
At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held
by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request.


 


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


 


(c)
Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that
no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of
the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has
entered into an open-market sale order 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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5.
Expenses of Registration.


 


All
reasonable expenses, other than underwriting discounts and commissions, stock transfer taxes, and fees and disbursements of legal
counsel to any Investor not subject to reimbursement under this Section 5 or any other Transaction Document, 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. Notwithstanding the foregoing, the Company shall reimburse Legal Counsel for its fees and
disbursements in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount
shall be limited to a total of $5,000 for each such registration, together with any filings or qualifications relating to such
registration.


 


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 Person is or may reasonably be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in
light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation
by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv)
any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other expenses incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use
in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, if such
prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant
to Section 9.


 




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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; 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 reasonable 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.


 




    	18



     


    

 


(d)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred, subject to delivery by the Indemnified
Party or Indemnified Person (as the case may be) of an undertaking to return any amount so paid if it is later determined such
Indemnified Party or Indemnified Person is not entitled to indemnification hereunder.


 


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


 


7.
Contribution.


 


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


 


8.
Reports Under the 1934 Act.


 


With
a view to making available to the Investors the benefits of Rule 144, the Company agrees to, so long as any Investor holds any
Notes or Registrable Securities:


 


(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, subject to any extension periods permitted by applicable SEC rules and regulations, 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


 




    	19



     


    

 


(c)
furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act
and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as
may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.
Assignment of Registration Rights.


 


All
or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee
(as the case may be) of all or any portion of such Investor’s Registrable Securities or Notes 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 Notes (as the case may be);
and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal
and state securities laws.


 


10.
Amendment of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such
amendment or waiver that complies with the foregoing, but that disproportionately, materially and adversely affects the rights
and obligations of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior
written consent of such adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall
be binding upon each Investor and the Company, provided that no such amendment shall be effective to the extent that it (1) applies
to less than all of the holders of Registrable Securities or (2) imposes any obligation or liability on any Investor without such
Investor’s prior written consent (which may be granted or withheld in such Investor’s sole discretion). No waiver
shall be effective unless it is in writing and signed by an authorized representative of the waiving party. No consideration shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the
same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.


 




    	20



     


    

 


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) or electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending
party and the sending party does not receive an automatically generated message from the recipient’s email server that such
e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with 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 email addresses for such communications shall be:


 


If
to the Company:


 


PAVmed
Inc.


1
Grand Central Place, Suite #4600


NY,
NY 10165


Telephone:
(212) 949-4319


Attention:
Lishan Aklog, Chief Executive Officer


E-Mail:
la@pavmed.com


 


With
a copy (for informational purposes only) to:


 


Friedman
Kaplan Seiler & Adelman LLP


7
Times Square


New
York, NY 10036-6516


Telephone:
(212) 833-1197


Attention:
Michael Gordon, Partner


E-Mail:
mgordon@fklaw.com


 


If
to the Transfer Agent:


 


Continental
Stock Transfer and Trust


1
State Street, 30th


NY,
NY 10004-1561


Telephone:
(212) 845-3215


Attention
Isaac Kagan, Vice President & Account Administrator


E-Mail: ikagan@continentalstock.com


 




    	21



     


    

 


If
to Legal Counsel:


 


Kelley
Drye & Warren LLP


101
Park Avenue


New
York, NY 10178


Telephone:
(212) 808-7540


Facsimile:
(212) 808-7897


Attention:
Michael A. Adelstein, Esq.


Email:
madelstein@kelleydrye.com


 


If
to a Buyer, to its address, facsimile number and/or email address set forth on the Schedule of Buyers attached to the Securities
Purchase Agreement, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other
address, facsimile number, and/or email address and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye
& Warren LLP shall only be provided notices sent to the lead investor. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile
machine or email containing the time, date, recipient facsimile number or email address and an image of the first page of such
transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


(c)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms
and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required),
this being in addition to any other remedy to which any party may be entitled by law or equity.


 


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


 




    	22



     


    

 


(e)
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


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


 


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


 


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


 






    	23



     


    

 


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


 


(j)
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


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


 


(l)
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the outstanding Notes then held by the Investors
have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion
of the Notes.


 


(m)
Subject to Sections 6 and 7, this Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


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


 


[signature
page follows]


 




    	24



     


    

 


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


 


	 	COMPANY:
	 	 
	 	PAVMED
    INC.
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


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


 


	 	BUYERS:
	 	 
	 	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio B
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 




    	 



     


    

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


 


	 	ALTO
    OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO C
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


______________________


______________________


______________________


Attention:
_____________


 


Re:
PAVmed Inc.


 


Ladies
and Gentlemen:


 


[We
are][I am] counsel to PAVmed Inc., a Delaware corporation (the “Company”), and have represented the Company
in connection with the resale Registration Statement required by that certain Securities Purchase Agreement (the “Securities
Purchase Agreement”), dated November 3, 2019, entered into by and among the Company and the buyers named therein (collectively,
the “Holders”) pursuant to which the Company issued to the Holders senior secured convertible notes (the “Notes”)
convertible into the Company’s shares of common stock, $0.001 par value per share (the “Common Stock”).
Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders,
dated December ______, 2018 (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 conversion of the Notes, under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on November 4, 2019, 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][I] advise you that [a member of the SEC’s staff has advised [us][me] by telephone that
[the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS]] [an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site of the SEC at www.sec.gov] and [we][I] have no
actual knowledge, after a review of information posted on the website of the SEC at http://www.sec.gov/litigation/stoporders.shtml,
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 underlying the Notes are freely transferable
by the Holders pursuant to the Registration Statement. Unless this standing opinion is revoked by us, 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:	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio B
	 	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio C


 




    	 



     


    

 


EXHIBIT
B


 


SELLING
STOCKHOLDERS


 


The
shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon conversion
of the notes. For additional information regarding the issuance of the notes, see “Private Placement of Notes” 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 notes issued pursuant to the Securities Purchase Agreement (or the underlying shares
of common stock), 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 notes, as of ________, 20__, assuming
conversion of the notes held by each such selling stockholder on that date but taking account of any limitations on conversion
and exercise set forth therein.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling stockholders and does not take in
account any limitations on conversion of the notes set forth therein. As a result of such limitations, the shares of common stock
offered by this prospectus may exceed the number of shares of common stock beneficially owned by the selling stockholders as of
_____, 20__.


 


In
accordance with the terms of a registration rights agreement with the holders of the notes, this prospectus generally covers the
resale of 200% of the sum of the maximum number of shares of common stock issued or issuable pursuant to the Notes, including
payment of interest on the notes through December 31, 2020, determined as if the outstanding notes (including interest on the
notes through December 31, 2020) were converted in full (without regard to any limitations on conversion contained in the notes
solely for the purpose of such calculation) at a conversion price calculated as of the trading day immediately preceding the date
this registration statement was initially filed with the SEC. Because the conversion price of the notes may be adjusted, the number
of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth
column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.


 


Under
the terms of the notes, a selling stockholder may not convert the notes 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 4.99% of the outstanding
shares of the Company. The number of shares in the second column reflects these limitations, as well as similar limitations in
other securities held by the selling stockholders. The selling stockholders may sell all, some or none of their shares in this
offering. See “Plan of Distribution.”


 




    	 



     


    

 


	

    Name of Selling Stockholder	 	Number
    of Shares of Common Stock Owned Prior to Offering	 	Maximum
    Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number of Shares of Common Stock of

                                                                                Owned After Offering

	 	 	 	 	 	 	 
	Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B (1)
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Alto
    Opportunity Master Fund, SPC - Segregated Master Portfolio C (2)	 	 	 	 	 	 


 


	(1)	[              ]
	 	 
	(2)	[              ]


 




    	 



     


    

 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of common stock issuable upon conversion of the notes to permit the resale of these shares of common
stock by the holders of the notes 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 security holder to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 




    	 



     


    

 


The
selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended,
if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock
by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common
stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares
of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions
as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by
this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders
may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.


 


The
selling stockholders may pledge or grant a security interest in some or all of the notes or shares of common stock owned by them
and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and
donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.


 


To
the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common
stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares
of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any
discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.


 


Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 




    	 



     


    

 


There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the
selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability
of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to
the 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.


 


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.