REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16,
2013, by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”),
the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”)
and the several members of TOG (as defined below) signatory hereto (each a “TOG Member” and collectively,
the “TOG Members”).


 


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 16, 2013, between the Company and
each Purchaser (the “Purchase Agreement”) and the Agreement and Plan of Merger, dated as of October
16, 2013, by and among the Company, CCA Acquisition Sub, LLC, TOG and Samuel Goldfinger, as Representative (the
“Merger Agreement”).


 


Now,
Therefore, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers and the TOG Members agree as
follows:


 


1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(g).


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common
control with, such Person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Closing”
has the meaning set forth in the Purchase Agreement.


 


“Closing
Date” has the meaning set forth in the Purchase Agreement.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any securities into which such common
stock may hereinafter be reclassified.


 


“Effective
Date” means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by
the Commission.


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the earlier
of: (i) the 90th calendar day following the Closing Date; provided, that, if the Commission reviews and
has written comments to a filed Registration Statement, then the Effectiveness Deadline under this clause (i) shall be the
120th  calendar day following the Closing Date, and (ii) the fifth (5th) Trading Day following the date
on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject
to further review and comments and the effectiveness of the Registration Statement may be accelerated; provided, however,
that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is open for business.


 




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“Effectiveness
Period” shall have the meaning set forth in Section 2(b).


 


“Event”
shall have the meaning set forth in Section 2(c).


 


“Event
Date” shall have the meaning set forth in Section 2(c).


 


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


 


“Filing
Deadline” means, with respect to the Registration Statement required to be filed pursuant to Section 2(a), the
30th calendar day following the Closing Date, provided, however, that if the Filing Deadline falls on a Saturday,
Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day
on which the Commission is open for business.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Merger
Agreement” shall have the meaning set forth in the Preamble.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“PIPE
Holder” or “PIPE Holders” means the holder or holders, as the case may be, from time to
time of Registrable Securities that were issued to Purchasers pursuant to the Purchase Agreement.


 


“Principal
Market” means the Trading Market on which the common stock is primarily listed on and quoted for trading, which,
as of the Closing Date, shall be the OTC Bulletin Board.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 




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“Purchase
Agreement” shall have the meaning set forth in the Preamble.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and
filing a Registration Statement or similar document in compliance with the Securities Act and pursuant to Rule 415, and the
declaration or ordering of effectiveness of such Registration Statement or document.


 


“Registrable
Securities” means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that each such
Share or security shall cease to be a Registrable Security: (A) when such Share or security is sold pursuant to a Registration
Statement declared effective by the Commission; (B) when such Share or security is sold pursuant to Rule 144 under circumstances
in which any legend borne by such Share or security relating to restrictions on transferability thereof, under the Securities Act
or otherwise, is removed or deemed removed by the Company; or (C) on the date on which such Share or security would be saleable
pursuant to Rule 144 without restrictions on volume or manner of sale.


 


“Registration
Statements” means any one or more registration statements of the Company filed under the Securities Act that covers
the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the
Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements
to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or
deemed to be incorporated by reference in such Registration Statements.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the
Commission staff and (ii) the Securities Act.


 


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


 


“Selling
Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form
of questionnaire as may reasonably be adopted by the Company from time to time.


 


“Shares”
means the shares of Common Stock issued or issuable to the Purchasers pursuant to the Purchase Agreement and TOG Members pursuant
to the Merger Agreement.


 


“Special
Registration Statement” shall mean a registration statement relating to any employee benefit plan under Form S-8
or similar form or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act,
a registration statement on Form S-4 or similar form.


 




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“TOG”
shall mean The One Group, LLC, a Delaware limited liability company.


 


“TOG
Holder” or “TOG Holders” means the holder or holders, as the case may be, from time to
time of Registrable Securities that were issued to TOG Members pursuant to the Merger Agreement.


 


“TOG
Member” or “TOG Members” shall have the meanings set forth in the Preamble. For purposes
of clarity, Jonathan Segal shall not be deemed a TOG Member for purposes of this Agreement.


 


“Trading
Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other
than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board),
a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board or (iii) if
the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market
as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and
(iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ
Global Market, the NASDAQ Capital Market, OTC Bulletin Board, OTCQX or OTCQB (or any successors to any of the foregoing) on which
the Common Stock is listed or quoted for trading on the date in question.


 


2.          Registration.


 


(a)          As
soon as practicable, but in no event later than the Filing Deadline, the Company shall prepare and file with the Commission a Registration
Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to
Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of
distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”).
The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments
received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached
hereto as Annex A.  Notwithstanding the registration obligations set forth in this subsection (a) and in subsections
(b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees promptly (i) to inform each of the holders thereof and use its reasonable best efforts to file
amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration
Statement and file a new registration statement (a “New Registration Statement”), in either case covering
the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available
to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such
amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding
any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance
sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement
as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission
for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered
on such Registration Statement shall be reduced pro rata initially among all TOG Holders and then pro rata among all PIPE
Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares
held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement,
as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the
Commission, as promptly as allowed by Commission or staff guidance provided to the Company or to registrants of securities in general,
one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder
Registration Statements”).


 




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(b)          The
Company shall use its reasonable best efforts to cause each Registration Statement to be declared effective by the Commission as
soon as practicable, but in no event later than the Effectiveness Deadline (including filing with the Commission a request for
acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days
after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration
Statement will not be “reviewed,” or not be subject to further review and the effectiveness of such Registration Statement
may be accelerated), and shall use its reasonable best efforts to keep each Registration Statement continuously effective under
the Securities Act until the later of (i) one year or (ii) the date on which all of the Registrable Securities cease to be Registrable
Shares (the “Effectiveness Period”). The Company shall ensure that each Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) (i) complies in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the Commission and (ii) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. Each Registration Statement
shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416),
such indeterminate number of additional shares of common stock resulting from stock splits, stock dividends or similar transactions
with respect to the Registrable Securities. The Company shall request effectiveness of a Registration Statement as of 5:00 p.m.
Eastern Time on the Effective Date. The Company shall promptly notify the Holders via facsimile or e-mail of the effectiveness
of a Registration Statement within one (1) Trading Day of the date on which the Company confirms effectiveness with the Commission.
The Company shall, by 9:30 a.m. Eastern Time on the first Trading Day after the Effective Date, file a Rule 424 prospectus with
the Commission. Failure to so notify the Holders or to file a Rule 424 prospectus as aforesaid shall be deemed an Event under Section 2(c)
unless such notice of effectiveness or Rule 424 prospectus, as applicable, is made available to the Holders by such time on the
Commission’s EDGAR system.


 




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(c)          If:
(i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the
Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or
otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective
Date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s
failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities for which it is
required to be effective or (B) the PIPE Holders are not permitted to utilize the Prospectus included in such Registration
Statement to resell such Registrable Securities, in the case of (A) and (B), for an aggregate of more than 20 consecutive
Trading Days or for more than an aggregate of 40 Trading Days in any 12-month period (which need not be consecutive), other than
as a result of a breach of this Agreement by a PIPE Holder which directly results in the failure by the Company to maintain the
effectiveness of the Registration Statement and/or to make available such Prospectus, as applicable, or as a result of a PIPE Holder’s
failure to return a Selling Stockholder Questionnaire within the time period provided by Section 2(e)
hereof (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,”
and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on
which such 20 consecutive or 40 Trading Day period (as applicable) is exceeded, being referred to as “Event Date”),
then in lieu of any other rights available to the PIPE Holders hereunder or under applicable law: (x) within five (5) Business
Days after each such Event Date, the Company shall pay to each PIPE Holder an amount in cash, as liquidated damages and not as
a penalty, equal to 0.5% of the aggregate purchase price paid by such PIPE Holder pursuant to the Purchase Agreement for any Registrable
Securities held by such PIPE Holder on the Event Date (which remedy shall be exclusive of any other remedies available under this
Agreement or under applicable law); and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall
not have been cured by such date) until the applicable Event is cured, the Company shall pay to each PIPE Holder an amount in cash,
as liquidated damages and not as a penalty, equal to 0.5% of the aggregate purchase price paid by such PIPE Holder pursuant to
the Purchase Agreement for any Registrable Securities then held by such PIPE Holder (which remedy shall be exclusive of any other
remedies available under this Agreement or under applicable law). The parties agree that the Company will not be liable for liquidated
damages under this Section 2(c) with respect to any Shares that are excluded from the Initial Registration Statement or the New
Registration Statement, as applicable, by the Commission as a result of the application of Rule 415. If the Company fails to pay
any liquidated damages pursuant to this Section in full within five (5) Business Days after the date payable, the Company will
pay interest thereon at a rate of 0.5% per month (or such lesser maximum amount that is permitted to be paid by applicable law)
to the PIPE Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of
a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, in the case of
an Event described in clause (iii) of the first sentence of this paragraph where the Company has registered some but not
all of the Registrable Securities, the 0.5% of liquidated damages referred to above for any monthly period shall be reduced to
equal the percentage determined by multiplying 0.5% by a fraction, the numerator of which shall be the number of Registrable Securities
for which there is not an effective Registration Statement at such time and the denominator of which shall be the number of Registrable
Securities at such time. The Effectiveness Deadline for a Registration Statement shall be extended without
default or liquidated damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration
Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information requested by
the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in
which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser until two
Business Days following the date of receipt by the Company of the required information). Notwithstanding anything to the contrary
set forth herein, the maximum amount of liquidated damages payable to any PIPE Holder shall not exceed 10% of the gross proceeds
received from such PIPE Holder for the sales to such PIPE Holders pursuant to the Purchase Agreement.


 


(d)          The
Company shall not, from the date hereof until the date that is 60 days after the Effective Date of the Registration Statement,
prepare and file with the Commission a registration statement relating to an offering for its own account under the Securities
Act of any of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form
S-4 unless the Closing Bid Price for the common stock on the Trading Day prior to the date of filing any registration statement
was greater than the Purchase Price. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing
with the Commission a registration statement relating to an offering of common stock by existing stockholders of the Company under
the Securities Act pursuant to the terms of registration rights held by such stockholders.


 




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(e)          Each
Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire in the
form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) not more than
ten (10) Trading Days following the date of this Agreement. Each Holder further agrees that it shall not be entitled to be
named as a selling securityholder in a Registration Statement or use the Prospectus for offers and resales of Registrable Securities
at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder
Questionnaire. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire
after the deadline specified in the previous sentence, the Company shall use its reasonable best efforts to take such actions as
are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective
amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities
identified in such late Selling Stockholder Questionnaire. Each Holder acknowledges and agrees that (i) the information in the
Selling Stockholder Questionnaire will be used by the Company in the preparation of the Registration Statement and hereby consents
to the inclusion of such information in the Registration Statement, and (ii) if the Holder does not complete the Selling Stockholder
Questionnaire, or does not complete the Selling Stockholder Questionnaire by the time specified in the first sentence of this Section
2(e) and the Company does not name such Holder as a selling security holder in the Registration Statement or any pre-effective
or post-effective amendment thereto or include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire after the use of its commercially reasonable efforts to do
so, then the Holder shall not be entitled to be named in a Registration Statement or to receive liquidated damages as a result
of the failure of the Company to name such Holder in a Registration Statement.


 


3.          Registration
Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)          Not
less than five (5) Trading Days prior to the filing of a Registration Statement and not less than two (2) Trading Days prior to
the filing of any related Prospectus, Free Writing Prospectus or any amendment or supplement thereto (except for Annual Reports
on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), the Company
shall furnish to the Holder or counsel designated by the Holders of a majority of the Registrable Securities copies of such Registration
Statement, Prospectus, Free Writing Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will
be subject to the review of such Holder or such counsel (it being acknowledged and agreed that if a Holder does not object to or
comment on the aforementioned documents within such five (5) Trading Days or two (2) Trading Days period, as the case
may be, then the Holder shall be deemed to have consented to and approved the use of such documents). The Company shall not file
any Registration Statement or amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided
that, the Company is notified of such objection in writing within the five (5) Trading Days or two (2) Trading Days period
described above, as applicable.


 




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(b)          (i) Prepare
and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective
as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable
to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly
as reasonably practicable, provide the Holders true and complete copies of all correspondence from and to the Commission relating
to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would
result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with
the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered
by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms
of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible
for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Shares (including
in accordance with Rule 172 under the Securities Act), and each Purchaser agrees to dispose of Registrable Securities in compliance
with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state
securities laws. 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 a report on Form 10-K, Form 10-Q
or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which
the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed.


 


(c)          Notify
the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of
(i)(A) below, not less than three (3) Trading Days prior to such filing, in the case of (i)(B) and (i)(C) below, not less than
one (1) Trading Day following such notification of review or such date of effectiveness, in the case of (iii) and (iv) below,
not more than one (1) Trading Day after such issuance or receipt, in the case of (v) below, not less than one (1) Trading
Day after a determination by the Company that the financial statements in any Registration Statement have become ineligible for
inclusion therein and, in the case of (vi) below, not more than one (1) Trading Day after the occurrence or existence of such
development) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the
day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to
be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement
and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide to each
of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to
the “Plan of Distribution” and all written responses thereto, but not information that the Company believes would constitute
material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders
as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the Commission or
any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering
any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence
of any event or the existence of any fact that makes the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement,
Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances
under which they were made), not misleading; and (vi) the occurrence or existence of any pending development with respect
to the Company that the Company believes to be material and that, in the reasonable judgment of the Company, makes it necessary
to suspend the continued availability of a Registration Statement or Prospectus; provided that, in the case of clause (vi),
any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless
disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep
such information confidential, the Holders make no acknowledgement that any such information is material, non-public information.


 




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(d)          Use
reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as promptly as reasonably practicable.


 


(e)          If
requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each
amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no
obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


 


(f)          Prior
to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify, unless an exemption
from registration and qualification applies, the Registrable Securities for offer and sale or resale under the securities or Blue
Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each such registration
or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things
reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration
Statements; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or to take any action that would subject the Company to general service of process in any jurisdiction
where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject.


 


(g)          If
requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement and the Merger Agreement, as applicable, and under law, of all restrictive legends,
and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably
request. In connection therewith, if required by the Company’s transfer agent, the Company shall promptly after the effectiveness
of the Registration Statement cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered
to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the
transfer agent, which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by
the holder of such shares of Registrable Securities under the Registration Statement.


 


(h)          Following
the occurrence of any event contemplated by Section 3(c)(iii) through (vi), as promptly as reasonably practicable, prepare
a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an 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 any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made),
not misleading.


 




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(i)          (i) In
the time and manner required by the Principal Market, prepare and file with such Trading Market an additional shares listing application
covering all of the Registrable Securities, (ii) use reasonable best efforts to take all steps necessary to cause such Registrable
Securities to be approved for listing on the Principal Market as soon as possible thereafter, (iii) if requested by any Holder,
provide such Holder evidence of such listing, and (iv) during the Effectiveness Period, use reasonable best efforts to maintain
the listing of such Registrable Securities on the Principal Market.


 


(j)          In
order to enable the Holders to sell Shares under Rule 144, during the Effectiveness Period, the Company covenants to use reasonable
best efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. During the Effectiveness
Period, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual
and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of
the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required
to have been made under the Exchange Act. The Company further covenants that it will use reasonable best efforts to take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Shares
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Shares.


 


(k)          The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of
common stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural
persons who have the power to vote or dispose of the common stock and (iv) any other information as may be requested by the
Commission, the FINRA or any state securities commission. During any periods that the Company is unable to meet its obligations
hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish such information within
five (5) Trading Days of the Company’s request, any liquidated damages that are accruing at such time shall be tolled and
any Event that may otherwise occur solely because of such delay shall be suspended until such information is delivered to the Company.


 


(l)          The
Company shall promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents
to the use of such Prospectus and each amendment or supplement thereto by each of the Holders in connection with the offering and
sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto to the extent permitted by
federal and state securities laws and regulations.


 


(m)          The
Company shall comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act,
including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment
thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time
during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the
Holders are required to make available a Prospectus in connection with any disposition of Registrable Securities and take such
other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 




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4.          Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the common stock is then listed for trading, (B) with respect to compliance with applicable state securities or Blue
Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
or exemptions of the Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) with respect to any filing
that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA
pursuant to FINRA Rule 5110 (or any successor rule), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably
requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and of the Company’s independent
certificated public accountants (including, without limitation, the expenses of any special audit required by or incident to such
performance), (v) Securities Act liability insurance, if the Company so desires such insurance and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible
for any underwriting, broker or similar fees or commissions of any Holder or any legal fees or other costs of the Holders. 


 


5.          Indemnification.


 


(a)          Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each
Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person,
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any violation of this Agreement,
except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged
omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly
for use therein, (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related
to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(g) below,
but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would
have been corrected or (C) any such Losses arise out of the Purchaser’s failure to send or give a copy of the Prospectus
or supplement (as then amended or supplemented) to the Persons asserting an untrue statement or alleged untrue statement or alleged
untrue statement or omission or alleged omission, the filing of which the applicable Purchaser had been notified of in accordance
with the terms of this Agreement, at or prior to the written confirmation of the sale of Registrable
Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify
the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer
of the Registrable Securities by the Holders.


 




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(b)          Indemnification
by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and
hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising
out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading (i) to the extent, but only to the extent that, such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) 
in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent related to the use
by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(f). In no event shall
the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all
reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying
Party.


 




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An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume
the defense of such Proceeding or to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; (3) the
named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying
Party); or (4) the Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that
are in conflict with those available to the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (together
with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially
similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


(d)          Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other
reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its
terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions
of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which
the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds
the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 




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The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase
Agreement.


 


6.          Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.


 


(b)          No
Piggyback on Registrations. During the Effectiveness Period, neither the Company nor any of its security holders (other than
the Holders pursuant to the provisions of this Agreement) may include securities of the Company in a Registration Statement other
than the Registrable Securities, and the Company shall not, during the Effectiveness Period, enter into any agreement providing
any such right to any of its security holders.


 


(c)          Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, except
for, and as provided in the Transaction Documents.


 


(d)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration
Statement.


 


(e)          
Suspension of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the
Company may deliver to the Holders of such Registrable Securities a certificate (the “Suspension Certificate”)
approved in good faith by the Chief Executive Officer or Chief Financial Officer of the Company and signed by such officer stating
that the effectiveness of and sales of Registrable Securities under the Registration Statement would:


 


(i)          materially
interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the
Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or


 


(ii)         require
public disclosure of a material transaction or event prior to the time such disclosure might otherwise be required.


 




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Upon
receipt of a Suspension Certificate by Holders of Registrable Securities, such Holders of Registrable Securities shall refrain
from selling or otherwise transferring or disposing of any Registrable Securities then held by such
Holders for a specified period of time (a “Suspension Period”) that is customary under the circumstances
(not to exceed twenty (20) calendar days) until such Holders are advised in writing by the Company that sales or other
transfers or dispositions of any Registrable Securities may be resumed. Notwithstanding the foregoing
sentence, the Company shall be permitted to cause Holders of Registrable Securities to so refrain from selling or otherwise transferring
or disposing of any Registrable Securities on only two (2) occasions during each twelve (12) consecutive month period that
the Registration Statement remains effective with no less than sixty (60) calendar days in between Suspension Periods. The
Company may impose stop transfer instructions to enforce any required agreement of the Holders under this Section 6(e). Immediately
after the end of any Suspension Period, the Company shall take all necessary actions (including filing any required supplemental
prospectus) to promptly restore the effectiveness of the applicable Registration Statement and the ability of the Holders to publicly
resell, pursuant to such effective Registration Statement, their Registrable Securities covered by such Registration Statement.


 


(f)          Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering Registrable
Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity securities, other than on a Special
Registration Statement, then the Company shall deliver to each Holder a written notice of such determination and, if within seven
(7) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(f) that
are (i) eligible for resale pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public
information required thereunder and without volume or manner-of-sale restrictions or (ii) the subject of a then-effective Registration
Statement.


 


(g)          Discontinued
Disposition. Each Holder further agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
may provide appropriate stop orders to enforce the provisions of this paragraph. The Company agrees and acknowledges that any periods
during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to
the provisions of Section 2(c) as qualified by Section 3(a).


 


(h)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified, supplemented
or waived unless the same shall be in writing and signed by the Company and Holders holding 66 2/3% of the then outstanding Registrable
Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be
given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the
immediately preceding sentence.


 


(i)          Term.
The registration rights provided to the Holders of Registrable Securities hereunder, and the Company’s obligation to keep
the Registration Statements effective, shall terminate at such time as there are no Registrable Securities. Notwithstanding the
foregoing, Section 2(c), Section 4, Section 5, Section 6(c), Section 6(h), Section 6(i), Section 6(j), Section
6(k), Section 6(m), Section 6(n), Section 6(o), Section 6(p), Section 6(q) and Section 6(r) shall survive the termination
of this Agreement.


 




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(j)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number
specified in this Section prior to 5:00 p.m., New York City time, on a Trading Day, (b) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on
a day that is not a Trading Day or later than 5:00 p.m., New York City time, on any Trading Day, (c) the Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall
be as follows: 


 


 


	If to the Company: 	Committed Capital Acquisition Corporation
	 	712 Fifth Avenue
	 	New York, New York 10019
	 	Telephone No.: (212) 277-5301
	 	Facsimile No.:  (212) 702-9830
	 	Attention: Chief Financial Officer


 


	With a copy to: 	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 	Chrysler Center
	 	666 Third Avenue
	 	New York, New York 10017
	 	Telephone No.: (212) 692-6768
	 	Facsimile No.: (212) 983-3115
	 	Attention:    Kenneth Koch


 


	If to a Purchaser: 	To the address set forth under such Purchaser’s name on the signature page to the Purchase Agreement; 


 


	If to a TOG Holder:	To the address set forth under such Holder’s name on the signature page hereto;


 


or
such other address as may be designated in writing hereafter, in the same manner, by such Person.


 


(k)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights or
obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities (other
than by merger or consolidation or to an entity which acquires all or substantially all of the Company’s assets). The rights
of the Holders hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, may
be assigned by each Holder to transferees or assignees of all or any portion of the Registrable Securities, but only if (i) the
Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and
for the transferee or assignee to assume such obligations, 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 the name and address of such transferee or assignee and the securities with respect
to which such registration rights are being transferred or assigned and (iii) such transfer is conducted in accordance with all
applicable federal and state securities laws. 


 




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(l)          Execution
and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute 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 e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.


 


(m)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or
agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts 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 Proceeding, any claim that it is not
personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or
inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for 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 HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(n)          Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


(o)          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 




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(p)          Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(q)          Currency.
Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars. All amounts owing under
this Agreement are in United States Dollars. All amounts denominated in other currencies shall be converted in the United States
Dollar equivalent amount in accordance with the applicable exchange rate in effect on the date of calculation.


 


(r)          Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE
PAGES TO FOLLOW]


 




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In
Witness Whereof, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	COMMITED CAPITAL ACQUISITION COPRORATION
	 	 
	 	By:	   
	 	Name:   
	 	Title:  


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE
PAGES OF HOLDERS TO FOLLOW]


 




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In
Witness Whereof, the parties have executed this Registration Rights Agreement as of the date first written above.


 





	 	HOLDERS:	 


 


	 	Name of Holder: 	   	 


 


	 	Signature of Authorized Signatory of Holder:	 	 


 


	 	Name of Authorized Signatory: 	 	 


 


	 	Title of Authorized Signatory: 	 	 


 


	 	Address for Notice:	 


 





	 	 	 	 
	 	 	 	 







 


	 	Telephone No.:	 	 
	 	Facsimile No.: 	 	 
	 	Attention:	 	 


 









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Annex
A


 


PLAN
OF DISTRIBUTION


 


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


 


The
selling stockholders may sell all or a portion of the shares of common stock 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 stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold 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 or in transactions otherwise than on these exchanges
or systems or in the over-the-counter market and 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. The selling stockholders may use any one or more of the following methods when
selling shares:


 


		·	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;



 


		·	settlement of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;



 


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



 


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



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144
under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under
this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.


 




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Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect
such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions
will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110.


 


In
connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the
course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and if such short
sale shall take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders
may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may
sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions
with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding
the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement
to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part,
has been declared effective by the SEC. Similar to other purchase transactions, a delivery of shares of common stock to cover syndicate
short sales or to stabilize the market price of our common stock may have the effect of raising or maintaining the market price
of our common stock or preventing or mitigating a decline in the market price of our common stock. As a result, the price of the
shares of our common stock may be higher than the price that might otherwise exist in the open market.


 


The
selling stockholders may, from time to time, 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 stockholders under this prospectus. The selling stockholders
also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


The
selling stockholders and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed
to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales.
In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit
on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including
but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of
1934, as amended, or the Exchange Act.


 




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Each
selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing
by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock
through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the
name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall
any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%).


 


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


 


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


 


Each
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, including,
without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling
commissions, if any, and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities,
including some liabilities under the Securities Act, in accordance with a registration rights agreement, 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 stockholders specifically
for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.


 




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Annex
B


 


COMMITED
CAPITAL ACQUISITION CORPORATION


 


SELLING
STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The
undersigned holder of shares of the common stock, par value $0.0001 per share, of Committed Capital Acquisition Corporation, a
Delaware corporation (the “Company”), issued pursuant to either (i) a certain Securities Purchase Agreement
by and among the Company and the Purchasers named therein, dated as of October 16, 2013 (the “Purchase Agreement”)
or (ii) a certain Agreement and Plan of Merger, dated as of October 16, 2013 (the “Merger Agreement”)
understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the
“Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the
terms of the Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Agreement and Merger Agreement, as applicable.


 


In
order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable
Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as
so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including
pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement and the
Purchase Agreement and Merger Agreement, as applicable (including certain indemnification provisions, as described below). Holders
must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders
of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days
following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or
the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.


 


Certain
legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders
of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not named as a selling stockholder in the Resale Registration Statement and the Prospectus.


 


NOTICE


 


The
undersigned holder (the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company
of its intention to sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise
specified in Item (3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and
Questionnaire, understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the
Agreement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate
and complete:


 




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QUESTIONNAIRE


 


1.          Name.


 


(a)          Full
Legal Name of Selling Stockholder:


 





	 	 
	 	 

                                                

	 	 







 (b)          Full
Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are
held:


 





	 	   
	 	   

                                                

	 	 

                                                 

	 	 

                                                





 





(c)          Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to
vote or dispose of the securities covered by the questionnaire):


 





	 	   
	 	   

                                                

	 	 

                                                  

	 	 

                                                   








 


2.          Address
for Notices to Selling Stockholder:


 





	 	  

                                                            

	 	 

                                                  

	 	 

                                                  

	 	 

                                                  








 


	 	Telephone:	 


 


	 	Fax:	 


 


	 	Contact
    Person:	 


 


	 	E-mail
    address of Contact Person:	 


 


3.          Beneficial
Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement or Merger Agreement, as applicable:


 




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(a)          Type
and Number of Registrable Securities beneficially owned and issued pursuant to the Purchase Agreement or Merger Agreement, as applicable:


 


		  

                                                            

	 	 

                                                  

	 	 

                                                  

	 	 

                                                   





 


(b)          Number
of shares of common stock to be registered pursuant to this Notice for resale:


 


		   

                                                            

	 	 
	 	 

                                                 

	 	 
	 	 

                                                

	 	 
	 

                                                                        
	 
	 	 



 4.          Broker-Dealer
Status:


 


(a)          Are
you a broker-dealer?


 





	 	Yes	   	 	 	No	   	 







 


(b)          If
“yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?


 


	 	Yes	   	 	 	No	   	 



 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.



 


(c)          Are
you an affiliate of a broker-dealer?


 


	 	Yes	   	 	 	No	   	 



 





Note:If
yes, provide a narrative explanation below:





	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


(c)          If
you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Securities?


 




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	 	Yes	   	 	 	No	   	 



 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.



 


5.          Beneficial
Ownership of Other Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other
than the Registrable Securities listed above in Item 3.


 


(a)          Type
and amount of other securities beneficially owned:





	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


6.          Relationships
with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


7.          Plan
of Distribution:


 


The
undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and
hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution
is correct and complete.


 


State
any exceptions here:





	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


 


***********


 




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The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder
and pursuant to the Purchase Agreement or Merger Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission,
first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In the absence of any such notification,
the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through
(7) above and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration
Statement and the Prospectus.


 


By
signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with
the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering
of Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands
that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration
Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.


 


The
undersigned hereby acknowledges and is advised of the following Division of Corporation Financing Compliance and Disclosure Interpretation
239.10 regarding short selling:


 


“An
issuer filed a Form S-1 registration statement for a secondary offering of common stock which is not yet effective. One of the
selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered
shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement
becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would,
therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”


 


By
returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.


 


I
confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this
Questionnaire) are correct.


 


In
Witness Whereof the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	Dated:	    	     Beneficial Owner:
	 	 	     By:	 
	 	 	 	Name:
	 	 	 	Title:


 


PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 




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        Michael Brown

        Mintz, Levin, Cohn, Ferris, Glovsky
        and

        Popeo, P.C.

        Chrysler Center

        666 Third Avenue

        New York, New York 10017
	
        Tel: (212) 692-6809

        Fax: (212) 983-3115

        Email: mabrown@mintz.com



 




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