Exhibit 10.2


 





REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this "Agreement"), dated as of February 2, 2017, by and between Imation Corp., a Delaware corporation
with offices located at 1099 Helmo Avenue N, Suite 250, Oakdale, Minnesota 55128 (the "Company"), and Madison
Avenue Capital Holdings, Inc., a Delaware corporation (the "Designee").


 


RECITALS


 


A.       In
connection with the Subscription Agreement by and among the Company and Clinton Group, Inc., a Delaware corporation, dated as of
November 22, 2016 (the "Subscription Date") (as amended from time to time. the "Subscription Agreement"),
the Company has agreed, upon the terms and subject to the conditions of the Subscription Agreement, to issue and sell to the Designee
(i) on the Initial Closing Date (as defined below), 12,500,000 shares of the Company's common stock, par value $0.01 per share
(the "Common Stock") (as adjusted for any stock split, stock dividend, stock combination, reclassification or
similar transaction occurring after the Subscription Date) upon the consummation of the Capacity (as defined below) (the "Initial
Capacity Shares") and (ii) on the Subsequent Closing Date (as defined below), if any, an additional 2,500,000 shares of
Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or similar transaction occurring
after the Subscription Date) upon the consummation of the Capacity Expansion (the "Subsequent Capacity Shares").


 


B.       In
accordance with the terms of the Subscription Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended (the "1933 Act") and the rules and regulations thereunder, or any similar successor
statute, and applicable state securities laws.


 


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


 


1.                 
Definitions.


 


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


 


(a)               
"Additional Effective Date" means the date the Additional Registration Statement is declared effective
by the SEC.


 


(b)              
"Additional Effectiveness Deadline" means the date which is the earlier of (x) sixty (60) calendar days
after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th) Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement
will not be reviewed or will not be subject to further review; provided, however, that if the Additional Effectiveness
Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall
be extended to the next Business Day on which the SEC is open for business.


 






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(c)               
"Additional Filing Date" means the date on which the Additional Registration Statement is filed with the
SEC.


 


(d)              
"Additional Filing Deadline" means if Cutback Shares are required to be included in any Additional Registration
Statement, the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered
under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date,
the Subsequent Effective Date or the most recent Additional Effective Date, as applicable.


 


(e)               
"Additional Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration
Statement, and (ii) any capital stock of the Company issued or issuable with respect to the Capacity Shares or the Cutback Shares,
as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise.


 


(f)               
"Additional Registration Statement" means a registration statement or registration statements of the Company
filed under the 1933 Act covering the resale any Additional Registrable Securities.


 


(g)              
"Additional Required Registration Amount" means any Cutback Shares not previously included on a Registration
Statement, all subject to adjustment as provided in Section 2(g).


 


(h)              
"Business Day" means any day other than Saturday, Sunday or any other day on which commercial banks in
the City of New York are authorized or required by law to remain closed.


 


(i)                
"Capacity" has the meaning as set forth in the Capacity and Services Agreement.


 


(j)                
"Capacity and Services Agreement" shall have the meaning set forth in the Subscription Agreement.


 


(k)              
"Capacity Expansion" has the meaning as set forth in the Capacity and Services Agreement.


 


(l)                
"Capacity Shares" means the Initial Capacity Shares and/or the Subsequent Capacity Shares, as applicable.


 


(m)            
"Cutback Shares" means any of the Initial Required Registration Amount, the Subsequent Required Registration
Amount or the Additional Required Registration Amount of Registrable Securities not included in any Registration Statements previously
declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock permitted to be registered
by the staff of the SEC pursuant to Rule 415. The number of Cutback Shares shall be allocated pro rata among the Investors.


 






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(n)              
"effective" and "effectiveness" refer to a Registration Statement that has been declared
effective by the SEC and is available for the resale of the Registrable Securities required to be covered thereby.


 


(o)              
"Effective Date" means the Initial Effective Date, the Subsequent Effective Date and the Additional Effective
Date, as applicable.


 


(p)              
"Effectiveness Deadline" means the Initial Effectiveness Deadline, the Subsequent Effectiveness Deadline
and the Additional Effectiveness Deadline, as applicable.


 


(q)              
"Eligible Market" means the Principal Market, The NASDAQ Capital Market, The NASDAQ Global Market, The
NASDAQ Global Select Market, The NYSE MKT LLC or any OTC listing or quotation.


 


(r)                
"Filing Deadline" means the Initial Filing Deadline, the Subsequent Filing Deadline and the Additional
Filing Deadline, as applicable.


 


(s)               
"Initial Closing Date" shall have the meaning set forth in the Subscription Agreement.


 


(t)                
"Initial Effective Date" means the date that the Initial Registration Statement has been declared effective
by the SEC.


 


(u)              
"Initial Effectiveness Deadline" means the date which is the earlier of (x) the third (3rd)
year anniversary of the Initial Closing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally
or in writing, whichever is earlier) by the SEC that such Initial Registration Statement will not be reviewed or will not be subject
to further review; provided, however, that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other
day that the SEC is closed for business, the Initial Effectiveness Deadline shall be extended to the next Business Day on which
the SEC is open for business.


 


(v)              
"Initial Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.


 


(w)            
"Initial Filing Deadline" means the date which one hundred fifty (150) calendar days immediately preceding
the date that is the third (3rd) year anniversary of the Initial Closing Date.


 


(x)              
"Initial Registrable Securities" means (i) the Initial Capacity Shares issued and (ii) any capital stock
of the Company issued or issuable with respect to the Initial Capacity Shares as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise.


 


(y)              
"Initial Registration Statement" means a registration statement or registration statements of the Company
filed under the 1933 Act covering the resale of Initial Registrable Securities.


 






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(z)               
"Initial Required Registration Amount" means the number of Initial Capacity Shares issued on the Initial
Closing Date, subject to adjustment as provided in Section 2(g).


 


(aa)           
"Investor" means the Designee or any transferee or assignee thereof to whom the Designee assigns its rights
in accordance with this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section
9.


 


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


 


(cc)           
"Principal Market" means The New York Stock Exchange.


 


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


 


(ee)           
"Registrable Securities" means the Initial Registrable Securities, the Subsequent Registrable Securities
and the Additional Registrable Securities; provided that Registrable Securities shall not include any securities that (i)
have been sold either pursuant to a registration statement or Rule 144, (ii) have been sold or otherwise transferred in a private
transaction in which the transferor's rights under this Agreement are not validly assigned in accordance with this Agreement, or
(iii) may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule
144(c)(1) (or any similar provisions then in force under the 1933 Act).


 


(ff)            
"Registration Statement" means the Initial Registration Statement, the Subsequent Registration Statement
and the Additional Registration Statement, as applicable.


 


(gg)          
"Required Holders" means the holders of at least a majority of the Registrable Securities then outstanding
and shall include the Designee so long as the Designee or any of its affiliates holds any Registrable Securities.


 


(hh)          
"Required Registration Amount" means the Initial Required Registration Amount, the Subsequent Required
Registration Amount or the Additional Required Registration Amount, as applicable.


 


(ii)              
"Rule 415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities
on a continuous or delayed basis.


 


(jj)              
"SEC" means the United States Securities and Exchange Commission.


 


(kk)          
"Subsequent Closing Date" shall have the meaning set forth in the Subscription Agreement.


 






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(ll)              
"Subsequent Effective Date" means the date that the Subsequent Registration Statement has been declared
effective by the SEC.


 


(mm)      
"Subsequent Effectiveness Deadline" means the date which is the earlier of (x) the third (3rd)
year anniversary of the Subsequent Closing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally
or in writing, whichever is earlier) by the SEC that such Subsequent Registration Statement will not be reviewed or will not be
subject to further review; provided, however, that if the Subsequent Effectiveness Deadline falls on a Saturday,
Sunday or other day that the SEC is closed for business, the Initial Effectiveness Deadline shall be extended to the next Business
Day on which the SEC is open for business.


 


(nn)          
"Subsequent Filing Date" means the date on which the Subsequent Registration Statement is filed with the
SEC.


 


(oo)          
"Subsequent Filing Deadline" means the date which is one hundred fifty (150) calendar days immediately
preceding the date that is the third (3rd) year anniversary of the Subsequent Closing Date.


 


(pp)          
"Subsequent Registrable Securities" means (i) the Subsequent Capacity Shares issued and (ii) any capital
stock of the Company issued or issuable with respect to the Subsequent Capacity Shares as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise.


 


(qq)          
"Subsequent Registration Statement" means a registration statement or registration statements of the Company
filed under the 1933 Act covering the Subsequent Registrable Securities, which may be in the form of a pre-effective amendment
to the Initial Registration Statement.


 


(rr)             
"Subsequent Required Registration Amount" means the number of Subsequent Capacity Shares issued on the
Subsequent Closing Date, subject to adjustment as provided in Section 2(g).


 


(ss)            
"Trading Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock
is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(tt)             
"Transaction Documents" shall have the meaning set forth in the Subscription Agreement.


 






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2.                 
Registration.


 


(a)               
Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than
the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the
Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other
form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject
to the provisions of Section 2(f). The Initial Registration Statement prepared pursuant hereto shall register for resale at least
the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(g). The Initial Registration Statement
shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling
Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable
best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later
than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the
Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Initial Registration Statement.


 


(b)              
Subsequent Mandatory Registration. If Subsequent Capacity Shares have been issued pursuant to the terms of the Capacity
and Services Agreement and the Subscription Agreement, then the Company shall prepare, and, as soon as practicable but in no event
later than the Subsequent Filing Deadline, file with the SEC the Subsequent Registration Statement on Form S-3 covering the resale
of all of the Subsequent Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company
shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required
Holders, subject to the provisions of Section 2(f). The Subsequent Registration Statement prepared pursuant hereto shall register
for resale at least the number of shares of Common Stock equal to the Subsequent Required Registration Amount determined as of
the date the Subsequent Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(g).
The Subsequent Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of
Distribution" and "Selling Stockholders" sections in substantially the form attached hereto as Exhibit
B. The Company shall use its reasonable best efforts to have the Subsequent Registration Statement declared effective by the
SEC as soon as practicable, but in no event later than the Subsequent Effectiveness Deadline. By 9:30 a.m. New York time on the
Business Day following the Subsequent Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the
1933 Act the final prospectus to be used in connection with sales pursuant to such Subsequent Registration Statement.


 






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(c)               
Additional Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later
than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of
all of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the
extent the staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration
Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration
Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has
been registered with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other
form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject
to the provisions of Section 2(f). Each Additional Registration Statement prepared pursuant hereto shall register for resale at
least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such
Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(g). Each Additional
Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution"
and "Selling Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company
shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the
Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Additional Registration Statement.


 


(d)              
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement
and any increase or decrease 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 the Registration Statement covering such initial
number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor
sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion
of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. 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. In no event shall the Company
include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the
Required Holders.


 


(e)               
Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel
to review any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Schulte Roth & Zabel
LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate
with each other in performing the Company's obligations under this Agreement.


 


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


 






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(g)              
Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement
filed pursuant to Section 2(a), Section 2(b) or Section 2(c) is insufficient to cover the Required Registration Amount of Registrable
Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities
pursuant to Section 2(d), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on
the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the
Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon
as practicable, but in any event not later than twenty (20) days after the necessity therefor arises. The Company shall use its
reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following
the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall
be deemed "insufficient to cover all of the applicable Required Registration Amount of Registrable Securities" if at
any time the number of shares of Common Stock available for resale under the Registration Statement is less than the product determined
by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90.


 


(h)              
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration
Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant
to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a "Filing Failure")
or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an "Effectiveness Failure")
or (ii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such
Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such
Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation
imposed by an Eligible Market as a result of the Company’s failure to meet applicable listing requirements, 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 failure to register a sufficient number of shares of Common Stock (other than as a result of
a limitation on the maximum number of shares of Common Stock permitted to be registered by the staff of the SEC pursuant to Rule
415) or a failure to maintain the listing of the Common Stock) (a "Maintenance Failure") 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 or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each
holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate
Market Value (as such term is defined in the Subscription Agreement) of such Investor's Registrable Securities whether or not included
in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness
Failure; (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the date of a Filing Failure and every
thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Filing Failure is cured;
(v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (in each case, pro rated
for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth day after the
initial date of a Maintenance Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than
thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section
2(h) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the
earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration
Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration
Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full.
Notwithstanding anything to the contrary herein or in the Subscription Agreement, in no event shall (i) Registration Delay Payments
be payable for any period after the expiration of the Registration Period, (ii) the aggregate amount of Registration Delay Payments
to an Investor exceed, in the aggregate, ten percent (10%) of the aggregate Market Value of such Investor's Registrable Securities
on the applicable Closing Date and (ii) the Company be obligated to make both Public Information Failure Payments (as defined in
the Subscription Agreement) and Registration Delay Payments in respect of the same securities and for any same period of time in
which a failure giving rise to such payments is deemed to have occurred.


 






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3.                 
Related Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(c), 2(f) or 2(g), the Company will
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 the Registrable Securities
and use its reasonable best efforts to cause such Registration Statement relating to the Registrable Securities to become effective
as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall use reasonable
best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until the earliest of (i) the date
as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction
or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto)
promulgated under the 1933 Act, (ii) the date on which the Investors shall have sold all of the Registrable Securities covered
by such Registration Statement or (iii) the date no Registrable Securities are outstanding (the "Registration Period").
The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) does 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 light of the circumstances in which they were made)
not misleading. The term "reasonable best efforts" shall mean, among other things, that 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 of the SEC or that the staff has no further comments on a particular Registration Statement,
as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request
for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after
the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement
as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that
an amendment is required in order for a Registration Statement to be declared effective. The Company shall include the Legal Counsel
on all substantive communications with respect to, and to receive all drafts of the Registration Statement and any amendments and
supplements thereto to be filed with the SEC.


 






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(b)              
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to
a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition
of all Registrable Securities of the Company covered by such Registration Statement until the expiration of the Registration Period.
In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing an Annual Report on Form 10-K, Quarterly Report on Form
10-Q, Current Report on Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Company shall, if permissible under applicable securities laws, have incorporated such report by reference
into such Registration Statement, provided, that if the foregoing is not permitted by applicable securities laws, the Company shall
file such amendments or supplements with the SEC as soon as practicable after the day the Company files the 1934 Act report which
created the requirement for the Company to amend or supplement such Registration Statement.


 


(c)               
The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least four (4) Business
Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for amendments
and supplements filed solely to include information contained in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC,
and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects.
The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement
thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall furnish
to Legal Counsel, without charge upon written request (including by email), (i) copies of any correspondence from the SEC or the
staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is
prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements
and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the
effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments
and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant
to this Section 3.


 






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(d)              
The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, to the extent requested by an Investor, (i) promptly after the same is filed with the SEC, at least one copy of such Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies (or such
other number of copies as Legal Counsel or such Investor may reasonably request) 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) and
(iii) such other documents, including 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.


 


(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 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 reasonably 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,
that 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 taxation in any such jurisdiction,
or (z) file a consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each
Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of
any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such
purpose.


 


(f)               
The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable
after becoming aware of such event but in any event on the same Trading Day as becoming aware of such event, as a result of which
the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information),
and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue
statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such
other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal
Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed,
and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall
be delivered to Legal Counsel and each Investor by facsimile or email on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information and (iii) of
the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. By 9:30
a.m. New York City time on the date following the date any post-effective amendment has become effective, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to
such Registration Statement.


 






    11 


    


    

 


(g)              
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction.
If such an order or suspension is issued, the Company shall use reasonable best efforts to obtain the withdrawal of such order
or suspension as promptly as practicable and to notify Legal Counsel and each Investor who holds Registrable Securities being sold
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 is required under applicable securities laws to be described in the Registration Statement as an underwriter
or an Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request
of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given
in an underwritten public offering, addressed to the Investors.


 


(i)                
If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter
or an Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make
available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by
the Investors (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary
by each Inspector, and cause the Company's officers, directors and employees to supply all information which any Inspector may
reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure
(except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, unless (a) 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, (b) 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
(c) the information in such Records has been made generally available to the public other than by disclosure in violation of this
Agreement. Each 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 any Investor) shall be deemed to limit the Investors'
ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 






    12 


    


    

 


(j)                
The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company
unless (i) the Company determines in good faith that disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the Company determines in good faith that the disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement, (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 agreement. 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 the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.


 


(k)              
The Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by a 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 or (ii) if the
Company is unsuccessful in satisfying clause (i), secure the inclusion for quotation of all of the Registrable Securities on another
Eligible Market for such Registrable Securities and, 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, Inc. as such with
respect to such Registrable Securities. The Company shall pay all fees and expenses (other than the fees of Legal Counsel) in connection
with satisfying its obligation 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 and registered in such names as the Investors may request.


 


(m)            
If requested by an Investor, the Company shall as soon as practicable (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 if reasonably requested by an Investor holding any Registrable Securities.


 






    13 


    


    

 


(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 a 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.


 


(q)              
Within two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by
the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(r)                
Notwithstanding anything to the contrary herein, the Company (i) may delay the disclosure of material, non-public information
concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company,
in the best interest of the Company and, in accordance with advice of counsel to the Company, not otherwise required and may postpone
effecting a registration or (ii) may suspend the use of a Registration Statement for periods coinciding with any "blackout"
period under the Company's insider trading policy (a "Grace Period"); provided, that the Company shall promptly
(i) notify the Investors in writing of the existence of material, non-public information or the "blackout" period giving
rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date
on which the Grace Period ends; and, provided further, that no Grace Period shall exceed sixty (60) consecutive days and during
any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of one hundred twenty (180) days
and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each,
an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the
later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions
of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Allowable
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, subject
to applicable securities laws, 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 Subscription Agreement in connection with any sale of Registrable Securities
pursuant to an effective Registration Statement with respect to which an Investor has entered into a contract for sale, prior to
the Investor's receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 






    14 


    


    

 


(s)               
Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public
disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Investor 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; 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.


 


4.                 
Obligations of the Investors.


 


(a)               
At least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall
notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have
any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of
a particular Investor that: (i) 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 (ii) such Investor 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 any 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 Section 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 copies of the supplemented
or amended prospectus as 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 in this Agreement to the contrary, subject to applicable securities laws, 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 Subscription Agreement in connection with any sale of Registrable Securities pursuant to an effective Registration
Statement with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which
the Investor has not yet settled.


 






    15 


    


    

 


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


 


(e)               
In connection with any underwritten public offering by the Company for its own account or the account of a security holder
or holders, each Investor agrees to execute a market standoff agreement with the underwriters for such offering in customary form
covering all Registrable Securities held by such Investor, provided that all executive officers and directors of the Company and
all other holders of at least 5% of the Company’s voting securities enter into similar agreements requiring each Investor
to be treated no less favorably than any other party to such an agreement as to any releases or modifications. The underwriters
in connection with such registration are intended third-party beneficiaries of this Section 4(e) and shall have the right and power
to enforce the provisions of this Section 4(e) as though they were a party hereto.


 


5.                 
Expenses of Registration.


 


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


 


6.                 
Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


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


 






    16 


    


    

 


(b)              
In connection with any Registration Statement in which an Investor is participating, each 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), such Investor shall promptly reimburse
the Indemnified Party for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating
or defending any such Claim; provided, however, that 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, however, that the 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 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 the Registrable Securities by the Investors pursuant to Section 9.


 






    17 


    


    

 


(c)               
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party 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, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party,
as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party, as the case may be, and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred
to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person 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 which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully 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, that 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, consent to entry of any judgment or enter into
any settlement or other compromise which: (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation or (ii)
includes 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 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 under this Section 6, except to the extent that the indemnifying
party is 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.


 


(e)               
The indemnity 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,
that: (i) 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 (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 


8.                 
Reports Under the 1934 Act.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar 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 ("Rule
144"), the Company agrees to:


 


(a)               
make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)              
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the
1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required
under the applicable provisions of Rule 144; and


 


(c)               
furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company, if true, that it has complied with the reporting 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
and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule
144 without registration.


 






    19 


    


    

 


9.                 
Assignment of Registration Rights.


 


The rights under this
Agreement shall be assignable (but only with all related obligations) by the Designee to any transferee of all or any portion of
the Designee's Registrable Securities if: (i) the Designee agrees in writing with the transferee or assignee to assign such rights,
and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within
a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee
or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the securities held by the transferee or assignee constitute Registrable Securities; (iv)
at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) the Designee demonstrates to
the Company's reasonable satisfaction that such transfer has been made in accordance with the applicable requirements of the Subscription
Agreement. Upon the Company's receipt of the documents referenced in (i), (ii) and (iv) above, the transferee shall thereafter
be deemed to be an "Investor." Except for any assignment in accordance with this Section 9, this Agreement and the rights
and obligations hereunder may not be assigned by any party hereto without the prior written consent of each of the other parties
hereto.


 


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. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that
it applies to less than all of the holders of the Registrable Securities, unless all such holders agree in writing. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless
the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.


 


11.             
Miscellaneous.


 


(a)               
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 on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile or e-mail at the facsimile number or e-mail address specified in this Section prior to
6:30 p.m. (New York City time) on a Trading Day, (b) the Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or e-mail at the facsimile number or e-mail address specified in this Agreement later than 6:30 p.m.
(New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (c) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service, specifying next Business Day delivery or (d) upon
actual receipt by the party to whom such notice is required to be given if delivered by hand, in each case properly addressed to
the party to receive the same. The addresses and facsimile numbers for such communications shall be as follows:


 






    20 


    


    

 


If to the Company:


 


Imation Corp.


1099 Helmo Avenue N, Suite 250


Oakdale, Minnesota 55128


Telephone: 651-340-8062


Attention: Tavis Morello, General
Counsel


Email: tmorello@imation.com


 


With a copy (for informational
purposes only) to:


 





	Winston & Strawn LLP
	200 Park Avenue
	New York, New York 10166  
	(212) 294-5400	 
	Telephone: 	(212) 294-5336
	Facsimile: 	(212) 294-4700
	Attention: 	Joel L. Rubinstein,
Esq.
	Email: 	jrubinstein@winston.com







 


If to the Transfer Agent:


 


Wells Fargo Shareowner Services


1110 Centre Pointe Curve Suite 101


Mendota Heights MN 55120


MAC N9173-010


Telephone: 1-855-217-6361

Attention: Lindsey Fischer


Email: wfssrelationshipmanagement@wellsfargo.com


 


If the Designee:


 





	Madison Avenue Capital Holdings, Inc.
	510 Madison Ave., 9th Floor
	New York, New York 10022
	Telephone:	(212) 825-0400
	Facsimile: 	(646) 346-5650
	Attention: 	George Hall
	 	Daniel Strauss
	E-mail:	geh@clinton.com
	 	dstrauss@clinton.com










 






    21 


    


    

 


With a copy (for informational
purposes only) to Legal Counsel (see below)


 


If to Legal Counsel:


 





	Schulte Roth & Zabel LLP
	919 Third Avenue
	New York, New York 10022
	Telephone:	(212) 756-2000
	Facsimile:	(212) 593-5955
	Attention:	Eleazer Klein, Esq.
	Email: 	eleazer.klein@srz.com







 


, or to such other address, facsimile number
and/or email address to the attention of such other Person as the recipient party has specified by written notice given to each
other party two (2) days prior to the effectiveness of such change in accordance with this Section 11(b). Written confirmation
of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically
generated by the sender's facsimile machine or e-mail transmission containing the time, date, recipient facsimile number or e-mail
address and an image of the first page of such transmission or (iii) 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 (a), (b), (c) or (d) above, respectively.


 


(c)               
In addition to being entitled to exercise all rights provided herein, in any of the other Transaction Documents or granted
by law, including recovery of damages, the Investors and the Company will be entitled to specific performance under the Transaction
Documents. Any Person having any rights under any provision of this Agreement or in any of the other Transaction Documents shall
be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement or such other Transaction Documents and to exercise all other rights granted by law.
Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations
under any of the Transaction Documents, any remedy at law may prove to be inadequate relief to the Investors. The Company therefore
agrees that the Investors shall be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive
or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages
and without posting a bond or other security. 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.


 


(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,
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 and the instruments referenced herein and therein constitute the entire
agreement among the parties hereto 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 and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


(g)              
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto. The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Required Holders.


 


(h)              
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit
or affect any of the provisions hereof. No specific representation or warranty shall limit the generality or applicability of a
more general representation or warranty. The parties agree that each of them and/or their respective counsel has reviewed and had
an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto.


 






    23 


    


    

 


(i)                
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or by an e-mail which contains a portable document format (.pdf) filed 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) the same
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)              
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.


 


(l)                
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, except that each Indemnified Person
and Indemnified Party is an intended third party beneficiary of Section 6 and may enforce the provisions of such Section directly
against the parties with obligations thereunder.


 


(m)            
The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no
provision of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing
contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated herein.


 


(n)              
To the extent that the Company makes a payment or payments to the Investors hereunder or pursuant to any of the other Transaction
Documents or the Investors enforce or exercise their respective rights hereunder or thereunder, and such payment or payments or
the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company or any of its
Subsidiaries by a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state
or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made
or such enforcement or setoff had not occurred.


 


* * * * * *


[Signature Page Follows]


 




    24 


    


    

 


IN WITNESS WHEREOF,
the Designee 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:
	 	 	 	 
	 	IMATION CORP. 
	 	 	 	 
	 	 	 	 
	 	By:	/s/  Danny Zheng
	 	 	Name: 	 Danny Zheng
	 	 	Title: 	Chief  Financial Officer







  




    
[Signature Page to Registration Rights Agreement]



     


    

 


IN WITNESS WHEREOF,
the Designee 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.


 





	 	DESIGNEE:
	 	 	 	 
	 	MADISON AVENUE CAPITAL HOLDINGS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ George Hall
	 	 	Name: 	George Hall
	 	 	Title: 	Authorized Signatory


  



    
[Signature Page to Registration Rights Agreement]



     


    

 


EXHIBIT A


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Wells Fargo Shareowner Services


1110 Centre Pointe Curve Suite 101


Mendota Heights MN 55120


MAC N9173-010


Telephone: 1-855-217-6361

Attention: Lindsey Fischer


Email: wfssrelationshipmanagement@wellsfargo.com


 


		Re:	Imation Corp.



 


Ladies and Gentlemen:


 


Reference
is made that certain Subscription Agreement, dated as of November 22, 2016 (the "Subscription
Agreement"), entered into by and among Imation Corp., a Delaware corporation (the "Company") and the
subscriber named therein pursuant to which the Company issued to Madison Avenue Capital Holdings, Inc. (the "Holder")
shares (the "Capacity Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock").
Pursuant to the Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the
"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale
of the Registrable Securities (as defined in the Registration Rights Agreement), including the Capacity Shares under the Securities
Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration
Rights Agreement, on ____________ ___, 201_, the Company filed a Registration Statement on Form 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] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any
stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened
by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


Very truly yours,


 


[ISSUER'S COUNSEL]


 


By:_____________________


 


CC:[LIST NAMES OF HOLDERS]


 




    A-1


     


    

 


EXHIBIT B


SELLING STOCKHOLDER


 


The common stock being
offered by the selling stockholder are those previously issued to the selling stockholder. For additional information regarding
the issuances of those shares of common stock, see "Private Placement of Common Shares " above. We are registering the
shares of common stock in order to permit the selling stockholder to offer the shares for resale from time to time. The selling
stockholder has not had any material relationship with us within the past three years, except for (i) the ownership of the shares
of common stock, (ii) the entry by Clinton Group, Inc., an affiliate of the selling stockholder, into the Capacity and Services
Agreement, (iii) the fact that Mr. Joseph A. DePerio, an employee of Clinton Group, Inc., serves as a member of our board of directors
and (iv) the fact that the selling stockholder manages $35 million of our excess cash for investment in Clinton Lighthouse Equities
Strategy Fund (Offshore), a fund managed by Clinton Group, Inc.


 


The table below lists
the selling stockholder and other information regarding the beneficial ownership of the shares of common stock by the selling stockholder.
The second column lists the number of shares of common stock beneficially owned by the selling stockholder, based on its ownership
of the shares of common stock, as of ________, 201_.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling stockholder.


 


In accordance with
the terms of a registration rights agreement with the selling stockholder, this prospectus generally covers the resale of at least
the maximum number of shares of common stock issued as of the trading day immediately preceding the applicable date of determination
and all subject to adjustment as provided in the registration right agreement. The fourth column assumes the sale of all of the
shares offered by the selling stockholder pursuant to this prospectus.


 




    Annex I-1


    


    

 


 





	



Name of Selling Stockholder	Number of shares of Common Stock Owned Prior to Offering	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Owned After Offering
	Madison Avenue Capital Holdings, Inc. (1)	 	 	0







 


(1) George Hall, as
the President of Madison Avenue Capital Holdings, Inc. ("MACH"), is deemed to have voting power and dispositive power
with respect to all shares as to which MACH has voting power or dispositive power. Accordingly, MACH and Mr. Hall are deemed to
have shared voting and shared dispositive power with respect to all of the Company's securities beneficially owned by MACH. Mr.
Hall disclaim beneficial ownership of any and all such securities in excess of his actual pecuniary interest therein.


 




    Annex I-2


    


    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock previously issued to permit the resale of these shares of common stock by the holders thereof and holders
of the shares of common stock warrants from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling stockholder 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 stockholder
may sell all or a portion of the shares of common stock beneficially owned 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 stockholder 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,


 


		·	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 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;



 


		·	sales pursuant to Rule 144;



 


		·	broker-dealers may agree with the selling securityholders 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.



 






    Annex I-3


    


    

 


If the selling stockholder
effects 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 stockholder
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
stockholder 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 stockholder 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 stockholder may also loan or pledge shares of common stock to broker-dealers that in turn may
sell such shares.


 


The selling stockholder
may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholder under this prospectus. The selling stockholder 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.


 


The selling stockholder
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 stockholder and any discounts, commissions
or concessions allowed or reallowed 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 the 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.


 






    Annex I-4


    


    

 


The selling stockholder
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, 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 stockholder and any other
participating person. 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, that the selling stockholder will pay all underwriting discounts
and selling commissions, if any. We will indemnify the selling stockholder 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 agreement, 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.


 






    Annex I-5