REGISTRATION
RIGHTS AGREEMENT


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2012, by and among First Bancorp,
a North Carolina corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser”
and collectively, the “Purchasers”).


This Agreement is
made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and each Purchaser (the “Purchase
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 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(d).


“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.


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


“Allowable
Grace Period” shall have the meaning set forth in Section 2(e).


“Availability
Date” shall have the meaning set forth in Section 3(m).


“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 Securities and Exchange Commission.


“Common Stock”
means the common stock of the Company, no par value per share, and any securities into which such shares of common stock may hereinafter
be reclassified.


“Company”
shall have the meaning set forth in the Preamble.


“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 100th calendar day following the Closing Date (or the 130th calendar day following the Closing Date
in the event that such registration statement is subject to review by the Commission) and (ii) the 5th Trading Day after
the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement
will not be “reviewed” or will not be subject to further review; provided, 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.



    	 



    	 



    



“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 Initial Registration Statement required to be filed pursuant to Section 2(a), the 40th calendar
day following the Closing Date, provided, 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”
shall have the meaning set forth in Section 3(i).


“Grace Period”
shall have the meaning set forth in Section 2(e).


“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).


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


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


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


“New Registration
Statement” shall have the meaning set forth in Section 2(a).


“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.


“Preferred
Stock” means the Company’s Series C Convertible Perpetual Preferred Stock, no par value per share.


“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 NASDAQ Global Select Market.


“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.



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“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.


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


“Purchaser”
or “Purchasers” shall have the meaning set forth in the Preamble.


“Registrable
Securities” means all of the Shares and the Underlying Shares any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the Shares or the Underlying Shares, provided,
that the Holder has timely completed and delivered to the Company a Selling Shareholder Questionnaire; and provided, further,
that Shares or the Underlying Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A)
a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall
cease to be a Registrable Security); (B) becoming eligible for sale without the requirement for the Company to be in compliance
with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and without volume or manner
of sale restrictions by Holders who are not Affiliates of the Company; (C) if such Shares or Underlying Shares have ceased to be
outstanding; or (D) if such Shares or Underlying Shares have been sold in a private transaction in which the Holder’s rights
under this Agreement have not been assigned to the transferee.


“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.


“Remainder
Registration Statement” shall have the meaning set forth in Section 2(a).


“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.



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“Selling
Shareholder 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 and the shares of Preferred Stock issued or issuable to the Purchasers pursuant to the Purchase
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 OTC Markets Group Inc. (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 or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in
question.


“Underlying
Shares” means the shares of Common Stock into which the Preferred Stock are convertible.


2.              Registration.


(a)             On or
prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities not already covered by an existing and effective Registration Statement 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 Company may reasonably determine (the “Initial Registration
Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register
for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to
the Company to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section
2(f) and shall contain (except if otherwise required pursuant to (i) written comments received from the Commission upon a review
of such Registration Statement or (ii) a change in SEC Guidance) the “Plan of Distribution” section substantially in
the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in 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 to promptly (i) inform each
of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as
required by the Commission and/or (ii) 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 the Company to register for resale the Registrable Securities as
a secondary offering; provided, 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, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation
612.09. 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 or other shares of Common Stock permitted to
be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercial
reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities),
the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced
on a pro rata basis. 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 commercially reasonable efforts to file with the
Commission, as promptly as allowed by Commission or SEC 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 the Company 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”). No Holder shall be named as an “underwriter” in any Registration
Statement without such Holder’s prior written consent.



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(b)             The
Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission
as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable,
no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep each Registration Statement
continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered
by such Registration Statement may be sold by non-affiliates of the Company without volume or manner of sale restrictions under
Rule 144, and without the requirement for the Company to be in compliance with the current public information requirements under
Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company pursuant to a written opinion letter
to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness
Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m., New York City time, on
a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data
file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall, by
9:30 a.m., New York City time, on the first Trading Day after the Effective Date, file a final Prospectus with the Commission,
as required by Rule 424(b).


(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 Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, in the case of (A)
and (B) (other than during an Allowable Grace Period), (iv) a Grace Period exceeds the length of an Allowable Grace Period, or
(v) after the date six months following the Closing Date, and only in the event a Registration Statement is not effective or available
to sell all Registrable Securities, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the
Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as a result of which the
Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto)
(any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes
of clauses (i), (ii), (iii) or (v), the date on which such Event occurs, or for purposes of clause (iv) the date on which such
Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights
the Holders may have hereunder or under applicable law, on each such Event Date 



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and 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 Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to
0.50% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held
by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement,
no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by non-affiliates
of the Company without volume or manner of sale restrictions under Rule 144 and the Company is in compliance with the current public
information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company pursuant
to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to
a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to Castle Creek in
the event it is unable to lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace
Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information pursuant to the
exercise of its rights under Section 4.13 of the Purchase Agreement or (iv) with respect to any period after the expiration of
the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing
prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section
2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per
month (or such lesser maximum amount that is permitted to be paid by applicable law) to the 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. With respect to a Purchaser, 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 such 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).


(d)             Each
Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire not more than ten (10) Trading Days following
the date of this Agreement. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement
for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that
Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered
to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the applicable anticipated filing
date. Each Holder further agrees that it shall not be entitled to be named as a selling security holder in the 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 Shareholder Questionnaire and a response to any requests for further information as described in
the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further
information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense
of the Holder who failed to return the Selling Shareholder Questionnaire or to respond for further information 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 Shareholder Questionnaire or request for further information. Each Holder acknowledges and agrees
that the information in the Selling Shareholder Questionnaire or request for further information as described in this Section 2(d)
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.



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(e)             Notwithstanding
anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information
at the time is not, in the good faith judgment of the Company, in the best interests of the Company (such delay, a “Grace
Period”); provided, the Company shall promptly (i) notify the Holders in writing of the existence of material
non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material
non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such
Grace Period will begin, (ii) use commercially reasonable best efforts to terminate a Grace Period as promptly as practicable and
(iii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single Grace
Period shall exceed forty-five (45) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of
all Grace Periods shall not exceed an aggregate of ninety (90) days (each Grace Period complying with this provision being an “Allowable
Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on
and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the
date the Holders receive the notice referred to in clause (iii) above and the date referred to in such notice; provided,
that no Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall
cause the Transfer Agent to deliver unlegended Common Stock to a transferee of a Holder in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into an irrevocable
contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.


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


3.             Registration
Procedures


In connection with
the Company’s registration obligations hereunder:


(a)             the
Company shall not less than three (3) Trading Days prior to the filing of a Registration Statement and not less than two (2) Trading
Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), furnish
to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed,
which documents will be subject to the reasonable review of such Holder (it being acknowledged and agreed that if a Holder does
not object to or comment on the aforementioned documents within such three (3) Trading Day or two (2) Trading Day 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 three (3) Trading
Day or two (2) Trading Day period described above, as applicable.



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(b)             (i)
the Company shall 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 (except during an Allowable Grace
Period); (ii) the Company shall 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 (except during an
Allowable Grace Period); (iii) the Company shall 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 possible, 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 Shareholders” but not any comments that would result in the disclosure to the Holders
of material and non-public information concerning the Company; and (iv) the Company shall 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, that each Purchaser shall be responsible for the delivery of the Prospectus
to the Persons to whom such Purchaser sells any of the Registrable Securities (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)             the
Company shall notify the Holders (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made, but which notice shall not contain any material
non-public information regarding the Company other than to the extent such notice itself and instructions the Company is required
to provide under this Section 3(c) may constitute material non-public information) as promptly as reasonably practicable (and,
in the case of (i)(A) below, not less than two (2) Trading Days prior to such filing, in the case of (iii) and (iv) below, not
more than one (1) Trading Day after such issuance or receipt, and in the case of (v) below, not more than one (1) Trading
Day after the occurrence or existence of such development) and (if requested by any such Holder) 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
Shareholder” 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 Shareholders” 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; and (v) of the occurrence of any event or passage of time 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.



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(d)             the
Company shall use commercially reasonable 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 soon as practicable.


(e)             the
Company shall, 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 Holder (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 or successor
system.


(f)             the
Company agrees to promptly deliver to each Holder, without charge, as many copies of each 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 selling Holders in connection with the offering
and sale of Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


(g)             the
Company shall, prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or
qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions
within the United States as any Holder reasonably requests in writing, to keep each 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 each Registration Statement; provided, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction.


(h)             the
Company shall enter into such customary agreements (including an underwriting agreement in customary form) and take all such other
actions reasonably requested by the Holders of a majority of the Registrable Securities being sold in connection therewith or by
the managing underwriter(s), if any, in order to expedite or facilitate the disposition of such Registrable Securities; provided,
that the Company shall not be required to facilitate an underwritten offering of Registrable Securities unless the expected gross
proceeds from such offering exceed $3,000,000. The lead underwriters in any such underwritten offering shall be selected by holders
of a majority of the Registrable Securities to be distributed and reasonably acceptable to the Company. In connection with 



    	9



    	 



    
any
such permitted underwritten offering of Registrable Securities, the Company shall (i) make such representations and warranties
to the selling Holders and the managing underwriter(s), if any, with respect to the business of the Company and its subsidiaries,
and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein,
in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm
the same if and when requested, (ii) use its reasonable best efforts to furnish opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s),
if any, addressed to each of the managing underwriter(s), if any, covering the matters customarily covered in opinions requested
in underwritten offerings, (iii) use its reasonable best efforts to obtain “cold comfort” letters and updates thereof
from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants
of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are,
or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration
Statement, addressed to each of the managing underwriter(s), if any, such letters to be in customary form and covering matters
of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions and procedures customary in such underwritten offerings
and (v) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable
Securities being sold in connection therewith, their counsel and the managing underwriter(s), if any, to evidence the continued
validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each
closing under such underwriting or similar agreement, or as and to the extent required thereunder.


(i)             the
Company shall make available for inspection by any Holder of Registrable Securities included in such Registration Statement, any
underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent
retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records,
pertinent corporate documents and properties of the Company and its Subsidiaries (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration
Statement; provided, however, that records that the Company determines, in good faith, to be confidential and which it notifies
the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in the Registration Statement, or (ii) the release of such Records is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction; provided, further, that each Holder of Registrable Securities
agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice
to the Company to the extent legally permitted and allow the Company, at its expense, to undertake appropriate action and to prevent
disclosure of the Records deemed confidential.


(j)             the
Company shall, in the case of an underwritten offering, cause its officers to use their reasonable best efforts to support the
marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, by participation
in “road shows”) taking into account the Company’s business needs.


(k)             the
Company shall, reasonably 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 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. Certificates for Registrable
Securities free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such
Holder’s prime broker with DTC as directed by such Holder.



    	10



    	 



    



(l)             the
Company shall following the occurrence of any event contemplated by Section 3(c)(iii)-(v), as promptly as reasonably practicable
(taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders
of the premature disclosure of such event), prepare and file 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.


(m)             the
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of securities of the
Company beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“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, FINRA, any state securities commission or any other government or regulatory body with jurisdiction
over the Company or its activities. 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 three Trading Days of
the Company’s request, any Liquidated Damages that are accruing at such time as to such Holder only shall be tolled and any
Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is
delivered to the Company.


(n)             the
Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required
for the first such filing (but not additional filings) within two (2) Business Days of the request therefore.


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


(p)             if requested
by a Holder, the Company shall (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the Company reasonably agrees (upon advice of counsel) should be included therein and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company
has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.


(q)              the Company
shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under
the Securities Act and the Exchange Act, including Rule 172, notify the Holders promptly if the Company no longer satisfies the
conditions of Rule 172 and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable
Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability
Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective
date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act,
including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the 45th day
following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if
such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th
day after the end of such fourth fiscal quarter), in each case subject to extensions permissible under applicable law.



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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) if not previously paid by the Company in connection with an
issuer filing, 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, so long as the broker is receiving no more than a customary
brokerage commission in connection with such sale, (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 of the Company, (iv) fees and disbursements of counsel for the Company, (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, except to the extent provided for in the Transaction Documents, 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, general partners, managing members, managers, Affiliates, employees and investment advisers
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, general partners, managing members, managers, agents, employees and investment
advisers 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
and documented 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 



    	12



    	 



    
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, Exchange Act or any
state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under 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 (including information provided by any Holder in Annex B, Selling Shareholder Notice and Questionnaire), or to
the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities
and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus
or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose),
or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), related to the use by a Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing or electronic mail that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(d) 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. 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.


(b)             Indemnification
by Holders. Each Holder shall, 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 (including information provided by any Holder in Annex B, Selling Shareholder
Notice and Questionnaire) or (ii) to the extent, but only to the extent, that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in a Registration
Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form
of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified
in Section 3(c)(iii)-(v), to the extent, but only 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(d), 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. 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 



    	13



    	 



    
writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of one counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable
and documented fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified
Party to give such written notice within a reasonable time of commencement of any such Proceeding 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
materially and adversely prejudiced the Indemnifying Party in its ability to defend such Proceeding.


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 and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (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; provided, that the Indemnifying Party shall not be liable for the fees
and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. 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 unreasonably 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.


Subject to the terms
of this Agreement, all documented fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section
5(c)) shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees
and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder.


(d)             Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, 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 5(d) was available
to such party in accordance with its terms.



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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
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.


The indemnity and
contribution agreements contained in this Section 5 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; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security
holders may include securities of the Company in a Registration Statement hereunder and the Company shall not prior to the Effective
Date enter into any agreement providing any such right to any of its security holders. The Company shall not, from the date hereof
until the date that is 60 days after the Effective Date of the Initial Registration Statement, prepare and file with the Commission
a registration statement relating to an offering for its own account or for the account of its stockholders (other than the Holders
pursuant hereto) under the Securities Act of any of its equity securities, other than (i) a registration statement on Form S-8,
(ii) in connection with an acquisition or similar transaction, on Form S-4, or (iii) a registration statement to register for resale
securities issued by the Company pursuant to acquisitions or similar transaction or strategic transactions approved by a majority
of the disinterested directors of the Company, provided that any such issuance shall only be to a Person which is, itself or through
its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


(c)             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.


(d)             Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(c)(iii)-(v), such Holder will forthwith discontinue disposition
of such Registrable Securities under a 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.



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(e)             No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that
would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.


(f)             Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
or waived unless the same shall be in writing and signed by the Company and Holders holding at least two-thirds of the then outstanding
Registrable Securities, provided that any party may give a waiver as to itself. 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, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, if any such amendment,
modification or waiver would adversely affect in any material respect any Holder or group of Holders who have comparable rights
under this Agreement disproportionately to the other Holders having such comparable rights, such amendment, modification, or waiver
shall also require the written consent of the Holder(s) so adversely affected.


(g)             Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement; provided that the Company may deliver to each Holder the documents required to be delivered
to such Holder under Section 3(a) of this Agreement by e-mail to the e-mail addresses provided by such Holder to the Company solely
for such specific purpose.


(h)             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 (except
by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations
hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. Each Holder may
assign its respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


(i)             Execution
and Counterparts. This Agreement may be executed in two or more 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.



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(j)             Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


(k)             Cumulative
Remedies. Except as provided in Section 2(c)


with respect to Liquidated Damages, the remedies provided herein are cumulative and not exclusive of any other
remedies provided by law.


(l)             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 good faith 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.


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


(n)             Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and
not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase the Shares pursuant to the Transaction
Documents has been made independently of any other Purchaser. Nothing contained herein or in any other agreement or document delivered
at any closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in
any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser acknowledges
that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser
will be acting as agent of such Purchaser in connection with monitoring its investment in the Shares or enforcing its rights under
the Transaction Documents. Each Purchaser shall be entitled to protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party
in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration
Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested
to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the
Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.



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


	 	First Bancorp	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK,

SIGNATURE PAGES OF HOLDERS TO FOLLOW]


 



    	 



    	 



    

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


	 	NAME OF INVESTING ENTITY	 
	 	 	 	 
	 	 	 
	 	 	 
	 	AUTHORIZED SIGNATORY	 
	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title:	 
	 	 	 	 
	 	ADDRESS FOR NOTICE	 
	 	 	 
	 	c/o: 	 	 
	 	 	 	 
	 	Street: 	 	 
	 	 	 	 
	 	City/State/Zip: 	 	 
	 	 	 	 
	 	Attention: 	 	 
	 	 	 	 
	 	Tel:	 	 
	 	 	 	 
	 	Fax:	 	 
	 	 	 	 
	 	E-mail:	 	 


 



    	 



    	 



    

Annex A


PLAN OF DISTRIBUTION


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


The selling shareholders
may sell all or a portion of the Securities beneficially owned by them and offered hereby from time to time directly or through
one or more underwriters, broker-dealers or agents. If the Securities are sold through underwriters or broker-dealers, the selling
shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Securities 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 shareholders may use any one or more of the following methods when selling Securities:


		·	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 shareholders to sell a specified number of such securities
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;



		·	any other method permitted pursuant to applicable law.



The selling shareholders
also may resell all or a portion of the Securities 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.



    	 



    	 



    



Broker-dealers engaged
by the selling shareholders may arrange for other broker-dealers to participate in sales. If the selling shareholders effect such
transactions by selling Securities 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 shareholders or commissions from
purchasers of the Securities 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 NASD Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with NASD Rule IM-2440.


In connection with
sales of the Securities or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the Securities in the course of hedging in positions they assume.
The selling shareholders may also sell Securities short and if such short sale shall take place after the date that this Registration
Statement is declared effective by the Commission, the selling shareholders may deliver Securities covered by this prospectus to
close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also
loan or pledge Securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling
shareholders 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 shareholders have been advised
that they may not use shares registered on this registration statement to cover short sales of our Securities made prior to the
date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.


The selling shareholders
may, from time to time, pledge or grant a security interest in some or all of the Securities owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Securities 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 shareholders to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate
the Securities 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.


Any broker-dealer
or agents participating in the distribution of the Securities 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. To the extent that any of the Selling Shareholders are deemed
to be “underwriters” within the meaning of Section 2(11) of the Securities Act, such Selling Shareholders will be subject
to the applicable 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.


Each selling shareholder
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 Securities. Upon the Company being notified in writing by a selling shareholder
that any material arrangement has been entered into with a broker-dealer for the sale of Securities 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 by the Company, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such
selling shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such
Securities 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 Securities may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the Securities 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 shareholder will sell any or all of the Securities registered pursuant to the shelf registration statement,
of which this prospectus forms a part.


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


We will pay all
expenses of the registration of the Securities 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,
that each selling shareholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses
incurred by it. We will indemnify the selling shareholders against certain liabilities, including some liabilities under the Securities
Act, in accordance with the registration rights agreement, or the selling shareholders will be entitled to contribution. We may
be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may
arise from any written information furnished to us by the selling shareholders specifically for use in this prospectus, in accordance
with the related registration rights agreements, or we may be entitled to contribution.


 



    	 



    	 



    

Annex B


FIRST BANCORP


SELLING SHAREHOLDER NOTICE AND QUESTIONNAIRE


The undersigned
holder of securities of First Bancorp, a North Carolina corporation (the “Company”), issued pursuant to a certain
Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of December 21, 2012, understands
that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (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 a certain Registration
Rights Agreement by and among the Company and the Purchasers named therein, dated as of December 21, 2012 (the “Agreement”).
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.


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 shareholder 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 Agreement (including certain indemnification provisions, as
described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling shareholders
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 shareholders 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 shareholder 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 shareholder in the Resale Registration Statement and the Prospectus.


NOTICE


The undersigned
holder (the “Selling Shareholder”) 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:


QUESTIONNAIRE


		1.	Name.



		(a)	Full Legal Name of Selling Shareholder:



	 
	 




    	 



    	 



    
	


		(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
Shareholder:


	 
	 
	 
	Telephone:	 
	Fax:	 
	Contact Person:	 
	E-mail address of Contact Person:	 


3. Beneficial Ownership of Registrable
Securities Issuable Pursuant to the Purchase Agreement:


		(a)	Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:



	 
	 
	 
	 


		(b)	Number of shares of Securities 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?


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 Shareholder.


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.


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:



	 
	 
	 


 


***********


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.


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: