Exhibit 10.1


 


 COMMON STOCK PURCHASE AGREEMENT


 


Dated as of December 28, 2012


 


by and between


 


GLOBALSTAR, INC.


 


and


 


TERRAPIN OPPORTUNITY, L.P.


 



    	 



    	 



    

 





Table
of Contents




 





	 	 	Page
	 	 	 
	Article I	DEFINITIONS	1
	 	 	 
	Article II	PURCHASE AND SALE OF COMMON STOCK	1
	Section 2.1.	Purchase and Sale of Stock	1
	Section 2.2.	Closing Date; Settlement Dates	2
	Section 2.3.	Initial Public Announcements and Required Filings	2
	 	 	 
	Article III	FIXED REQUEST TERMS	3
	Section 3.1.	Fixed Request Notice	3
	Section 3.2.	Fixed Requests	4
	Section 3.3.	Share Calculation	6
	Section 3.4.	Limitation of Fixed Requests	7
	Section 3.5.	Reduction of Commitment	7
	Section 3.6.	Below Threshold Price	7
	Section 3.7.	Settlement	8
	Section 3.8.	Reduction of Pricing Period; End of Pricing Period If Alternative Fixed Amount Requested	8
	Section 3.9.	Failure to Deliver Shares	9
	Section 3.10.	Certain Limitations	9
	Section 3.11.	Blackout Periods	10
	 	 	 
	Article IV	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR	11
	Section 4.1.	Organization and Standing of the Investor	11
	Section 4.2.	Authorization and Power	11
	Section 4.3.	No Conflicts	12
	Section 4.4.	Investment Purpose	12
	Section 4.5.	Accredited Investor Status	12
	Section 4.6.	Reliance on Exemptions	12
	Section 4.7.	Information	13
	Section 4.8.	No Governmental Review	13
	Section 4.9.	No General Solicitation	13
	Section 4.10.	Not an Affiliate	13
	Section 4.11.	Statutory Underwriter Status	13
	Section 4.12.	Resales of Shares	13
	 	 	 
	Article V	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY	14
	Section 5.1.	Organization, Good Standing and Power	14
	Section 5.2.	Authorization, Enforcement	14
	Section 5.3.	Capitalization	15
	Section 5.4.	Issuance of Shares	15



 






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	Section 5.5.	No Conflicts	15
	Section 5.6.	Commission Documents, Financial Statements	16
	Section 5.7.	Subsidiaries	18
	Section 5.8.	No Material Adverse Effect	18
	Section 5.9.	No Undisclosed Liabilities	18
	Section 5.10.	No Undisclosed Events or Circumstances	18
	Section 5.11.	Indebtedness; Solvency	19
	Section 5.12.	Title To Assets	19
	Section 5.13.	Actions Pending	19
	Section 5.14.	Compliance With Law	19
	Section 5.15.	Certain Fees	20
	Section 5.16.	Disclosure	20
	Section 5.17.	Operation of Business	20
	Section 5.18.	Environmental Compliance	21
	Section 5.19.	Material Agreements	22
	Section 5.20.	Transactions With Affiliates	22
	Section 5.21.	Employees	22
	Section 5.22.	Use of Proceeds	22
	Section 5.23.	Investment Company Act Status	23
	Section 5.24.	ERISA	23
	Section 5.25.	Taxes	23
	Section 5.26.	Insurance	24
	Section 5.27.	U.S. Real Property Holding Corporation	24
	Section 5.28.	Exemption from Registration; Valid Issuances	24
	Section 5.29.	No General Solicitation or Advertising	24
	Section 5.30.	No Integrated Offering	24
	Section 5.31.	Dilutive Effect	24
	Section 5.32.	Manipulation of Price	25
	Section 5.33.	Securities Act	25
	Section 5.34.	Listing and Maintenance Requirements	25
	Section 5.35.	Application of Takeover Protections	25
	Section 5.36.	Foreign Corrupt Practices Act	26
	Section 5.37.	Money Laundering Laws	26
	Section 5.38.	OFAC	26
	Section 5.39.	Acknowledgement Regarding Investor’s Acquisition of Shares	26
	 	 	 
	Article VI	ADDITIONAL COVENANTS	27
	Section 6.1.	Securities Compliance	27
	Section 6.2.	Reservation of Common Stock	27
	Section 6.3.	Registration and Listing	27
	Section 6.4.	Compliance with Laws	28
	Section 6.5.	Keeping of Records and Books of Account; Due Diligence	28
	Section 6.6.	Limitations on Holdings and Issuances	29
	Section 6.7.	Other Agreements and Alternate Transactions	29
	Section 6.8.	Corporate Existence	31



 



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	Section 6.9.	Fundamental Transaction	31
	Section 6.10.	Delivery of Registration Statement and Prospectus; Subsequent Changes	31
	Section 6.11.	Amendments to the Registration Statement; Prospectus Supplements	32
	Section 6.12.	Stop Orders	33
	Section 6.13.	Selling Restrictions	33
	Section 6.14.	Effective Registration Statement	34
	Section 6.15.	Blue Sky	34
	Section 6.16.	Non-Public Information	34
	Section 6.17.	Broker/Dealer	34
	Section 6.18.	Disclosure Schedule	35
	 	 	 
	Article VII	CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND PURCHASE OF THE SHARES	35
	Section 7.1.	Conditions Precedent to Closing	35
	Section 7.2.	Conditions Precedent to a Fixed Request	36
	 	 	 
	Article VIII	TERMINATION	39
	Section 8.1.	Termination	39
	Section 8.2.	Other Termination	39
	Section 8.3.	Effect of Termination	40
	 	 	 
	Article IX	INDEMNIFICATION	41
	Section 9.1.	Indemnification of Investor	41
	Section 9.2.	Indemnification Procedures	42
	 	 	 
	Article X	MISCELLANEOUS	43
	Section 10.1.	Fees and Expenses	43
	Section 10.2.	Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial	43
	Section 10.3.	Entire Agreement; Amendment	44
	Section 10.4.	Notices	44
	Section 10.5.	Waivers	45
	Section 10.6.	Headings	45
	Section 10.7.	Construction	45
	Section 10.8.	Successors and Assigns	46
	Section 10.9.	No Third Party Beneficiaries	46
	Section 10.10.	Governing Law	46
	Section 10.11.	Survival	46
	Section 10.12.	Counterparts	46
	Section 10.13.	Publicity	47
	Section 10.14.	Severability	47
	Section 10.15.	Further Assurances	47







 





Annex I. Definitions




 






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COMMON
STOCK PURCHASE AGREEMENT


 


This COMMON STOCK
PURCHASE AGREEMENT is made and entered into as of December 28, 2012 (this “Agreement”), by and between
Terrapin Opportunity, L.P., a limited partnership organized under the laws of the British Virgin Islands (the “Investor”),
and Globalstar, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).


 


RECiTALS


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell
to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $30,000,000 of newly
issued shares of the Company’s voting common stock, $0.0001 par value (“Common Stock”);


 


WHEREAS, such
investments will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”)
and Rule 506 of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”),
and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any
or all of the investments in Common Stock to be made hereunder; and


 


WHEREAS, the
parties hereto are concurrently entering into a Registration Rights Agreement in the form of Exhibit A hereto (the
“Registration Rights Agreement”), pursuant to which the Company shall register the Registrable Securities
(as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein.


 


NOW, THEREFORE,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article
I

DEFINITIONS


 


Capitalized terms used
in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as
otherwise set forth in this Agreement.


 


Article
II

PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1.          Purchase
and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the Company
in its discretion may issue and sell to the Investor, and the Investor shall purchase from the Company, up to $30,000,000 (the
“Total Commitment”) of duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock (the “Aggregate Limit”), by the delivery to the Investor of not more than 36 separate Fixed Request
Notices as provided in Article III hereof.


 



    	 



    	 



    

 


Section 2.2.          Closing
Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”) upon
payment of the Document Preparation Fee on or prior to the Closing Date pursuant to Sections 7.1 and 10.1, the delivery of counterpart
signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto and thereto, and
the delivery of all other documents, instruments and writings required to be delivered at the Closing, in each case as provided
in Section 7.1, to the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, at 5:00 p.m., New York City
time, on the Closing Date. In consideration of and in express reliance upon the representations, warranties and covenants contained
in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period the Company shall issue and
sell to the Investor, and the Investor shall purchase from the Company, the Shares in respect of each Fixed Request. The issuance
and sale of Shares to the Investor pursuant to any Fixed Request shall occur on the applicable Settlement Date in accordance with
Section 3.7, provided that all of the conditions precedent thereto set forth in Article VII theretofore shall have been
fulfilled on or prior to such Settlement Date.


 


Section 2.3.          Initial
Public Announcements and Required Filings. The Company shall, at or before 8:30 a.m., New York City time, on the first
Trading Day after the Closing Date, issue a press release (the “Press Release”) reasonably acceptable
to the Investor disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor
and briefly describing the transactions contemplated thereby. At or before 8:30 a.m., New York City time, on the second Trading
Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions
contemplated by the Transaction Documents in the form required by the Exchange Act and attaching copies of each of this Agreement,
the Registration Rights Agreement and the Press Release as exhibits thereto (including all exhibits thereto, the “Current
Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Current Report
prior to filing the Current Report with the Commission, shall give due consideration to all such comments and shall not file the
Current Report to the extent the Investor reasonably objects to the form or content thereof (provided, however,
that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this
Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement).
From and after the issuance of the Press Release and the filing of the Current Report, the Company shall have publicly disclosed
all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company
or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection
with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor will maintain
the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents
(including the existence and terms of the transactions), except that the Investor may disclose the terms of such transactions to
its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality
of such information). Not later than 15 calendar days following the Closing Date, the Company shall file a Form D with respect
to the Shares in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing. The
Company shall prepare and file with the Commission the Registration Statement (including the Prospectus) covering only the resale
by the Investor of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or
before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with
the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales
pursuant to the Registration Statement. If the transactions contemplated by any Fixed Request are material to the Company (individually
or collectively with all other prior Fixed Requests, the consummation of which have not previously been reported in any Prospectus
Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed
by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations
of the Commission thereof), in each case as reasonably determined by the Company or the Investor, then, on the first Trading Day
immediately following the last Trading Day of the Pricing Period with respect to such Fixed Request, the Company shall file with
the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the applicable Fixed
Request(s), disclosing the total Fixed Amount Requested or the Alternative Fixed Amount Requested (as applicable) pursuant to such
Fixed Request(s), the total number of Shares that are to be (and, if applicable, have been) issued and sold to the Investor pursuant
to such Fixed Request(s), the total purchase price for the Shares subject to such Fixed Request(s), the applicable Discount Price(s)
for such Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such
Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its
Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately preceding sentence
relating to all Fixed Request(s) consummated during the relevant fiscal quarter.


 



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Article
III

FIXED REQUEST TERMS


 


Subject to the satisfaction
of the conditions set forth in this Agreement, the parties agree as follows:


 


Section 3.1.          Fixed
Request Notice. From time to time during the Investment Period, the Company may, in its sole discretion, no later than
9:30 a.m. (New York City time) on the first Trading Day of the Pricing Period, provide to the Investor a Fixed Request Notice,
substantially in the form attached hereto as Exhibit B (the “Fixed Request Notice”), which Fixed
Request Notice shall become effective at 9:30 a.m. (New York City time) on the first Trading Day of the Pricing Period specified
in the Fixed Request Notice; provided, however, that if the Company delivers the Fixed Request Notice to the Investor
later than 9:30 a.m. (New York City time) on a Trading Day, then the first Trading Day of such Pricing Period shall not be the
Trading Day on which the Investor received such Fixed Request Notice, but rather shall be the immediately following Trading Day
(unless a subsequent Trading Day is therein specified). The Fixed Request Notice shall specify the Fixed Amount Requested (up to
the Maximum Fixed Amount Requested) or the number of Shares cap for the Alternative Fixed Amount Requested (as applicable), establish
the Threshold Price for such Fixed Request and designate the first and last Trading Day of the Pricing Period. Upon the terms and
subject to the conditions of this Agreement, the Investor is obligated to accept each Fixed Request Notice prepared and delivered
in accordance with the provisions of this Agreement.


 



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Section 3.2.          Fixed
Requests. From time to time during the Investment Period, the Company may, in its sole discretion, deliver to the Investor
a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative
Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined,
in accordance with the price and share amount parameters as set forth in the below pricing grid, and upon the terms and subject
to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice
at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in
respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement
Date, the Discount Price shall be reduced by the per share dividend amount and (ii) if the Company does not elect the Alternative
Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess
of the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below (the “Maximum
Fixed Amount Requested”).


 





	Threshold Price	 	Fixed Amount Requested	 	Discount Price
	 	 	 	 	 
	Equal to or greater than $4.00	 	Not to exceed, at the Company’s option, the greater of (i) $9,000,000 and (ii) the Alternative Fixed Amount Requested	 	96.50% of the VWAP
	 	 	 	 	 
	Equal to or greater than $3.00 and less than $4.00	 	Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested	 	96.50% of the VWAP
	 	 	 	 	 
	Equal to or greater than $2.00 and less than $3.00	 	Not to exceed, at the Company’s option, the greater of (i) $3,000,000 and (ii) the Alternative Fixed Amount Requested	 	96.00% of the VWAP
	 	 	 	 	 
	Equal to or greater than $1.00 and less than $2.00	 	Not to exceed, at the Company’s option, the greater of (i) $2,000,000 and (ii) the Alternative Fixed Amount Requested	 	95.20% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.75 and less than $1.00	 	Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested	 	94.75% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.60 and less than $0.75	 	Not to exceed, at the Company’s option, the greater of (i) $1,400,000 and (ii) the Alternative Fixed Amount Requested	 	94.30% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.54 and less than $0.60	 	Not to exceed, at the Company’s option, the greater of (i) $1,300,000 and (ii) the Alternative Fixed Amount Requested	 	94.10% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.48 and less than $0.54	 	Not to exceed, at the Company’s option, the greater of (i) $1,200,000 and (ii) the Alternative Fixed Amount Requested	 	93.95% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.42 and less than $0.48	 	Not to exceed, at the Company’s option, the greater of (i) $1,100,000 and (ii) the Alternative Fixed Amount Requested	 	93.75% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.36 and less than $0.42	 	Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested	 	93.55% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.30 and less than $0.36	 	Not to exceed, at the Company’s option, the greater of (i) $750,000 and (ii) the Alternative Fixed Amount Requested	 	93.30% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.26 and less than $0.30	 	Not to exceed, at the Company’s option, the greater of (i) $700,000 and (ii) the Alternative Fixed Amount Requested	 	93.10% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.23 and less than $0.26	 	Not to exceed, at the Company’s option, the greater of (i) $650,000 and (ii) the Alternative Fixed Amount Requested	 	92.80% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.19 and less than $0.23	 	Not to exceed, at the Company’s option, the greater of (i) $600,000 and (ii) the Alternative Fixed Amount Requested	 	92.60% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.15 and less than $0.19	 	Not to exceed, at the Company’s option, the greater of (i) $500,000 and (ii) the Alternative Fixed Amount Requested	 	92.40% of the VWAP
	 	 	 	 	 
	Equal to or greater than $0.10 and less than $0.15	 	Not to exceed, at the Company’s option, the greater of (i) $250,000 and (ii) the Alternative Fixed Amount Requested	 	92.00% of the VWAP




 



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Anything to the contrary in this Agreement
notwithstanding, at no time shall the Investor be required to purchase more than: (i) the Alternative Fixed Amount Requested (assuming
for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period)
or (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested
for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases
to the provisions of Sections 3.10 and 6.6 of this Agreement).


 


For purposes of this Agreement, “Alternative
Fixed Amount Requested” shall mean a dollar amount equal to the aggregate sum of each product (calculated for each
Trading Day during the applicable Pricing Period for which (i) the Company has notified the Investor in writing that the Alternative
Fixed Amount Requested shall apply to such Trading Day and (ii) the VWAP equals or exceeds the Threshold Price) determined pursuant
to the following equation (rounded to the nearest cent):


 


DAFAR = A x B x C, where:


 


DAFAR
= the daily allocable portion of the total Alternative Fixed Amount Requested for the applicable Trading Day during the applicable
Pricing Period,


 


A = 0.25


 


B =
the trading volume of the Common Stock for the applicable Trading Day during the applicable Pricing Period, as reported by Bloomberg
L.P. using the AQR function (excluding block trades of 25,000 shares or more), and


 



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C = the applicable Discount Price;


 


provided, however, that the
Alternative Fixed Amount Requested shall not exceed the dollar amount cap therefor to be specified by the Company in the applicable
Fixed Request Notice (and shall in all cases be subject to the provisions of Sections 3.10 and 6.6 of this Agreement). Notwithstanding
anything herein to the contrary, (i) if the Company has specified a dollar amount of Fixed Amount Requested pursuant to the above
pricing grid in a Fixed Request Notice, the Company may, in its sole discretion, no later than 9:30 a.m. (New York City time) on
any Trading Day of the Pricing Period, provide to the Investor written notice of its election of the Alternative Fixed Amount Requested
with respect to all or any portion of the remaining Trading Days of the applicable Pricing Period, and (ii) if the Company has
elected the Alternative Fixed Amount Requested in a Fixed Request Notice, the Company may, in its sole discretion, no later than
9:30 a.m. (New York City time) on any Trading Day of the Pricing Period, provide to the Investor written notice of its election
of a specific dollar amount of Fixed Amount Requested pursuant to the above pricing grid with respect to all or any portion of
the remaining Trading Days of the applicable Pricing Period, in the case of each of clauses (i) and (ii) above, which election
shall become effective at 9:30 a.m. (New York City time) on the Trading Day on which the Investor received such notice; provided,
however, that if the Company delivers such notice to the Investor later than 9:30 a.m. (New York City time) on a Trading
Day, then the first Trading Day of such Pricing Period on which such election shall become effective shall not be the Trading Day
on which the Investor received such notice, but rather shall be the next Trading Day (unless a subsequent Trading Day is therein
specified). The Company shall have the right to effect such change on a daily basis during any Pricing Period.


 


The date on which the Company delivers
any Fixed Request Notice in accordance with this Section 3.2 hereinafter shall be referred to as a “Fixed Request Exercise
Date”.


 


Section 3.3.          Share
Calculation.


 


(a)          If,
with respect to any Trading Day during the applicable Pricing Period, the Company has not elected the Alternative Fixed Amount
Requested in accordance with the provisions of Section 3.2 hereof, then, with respect to each such Trading Day during the applicable
Pricing Period for which the VWAP equals or exceeds the Threshold Price, the number of Shares to be issued by the Company to the
Investor pursuant to a Fixed Request shall equal the quotient (calculated for each Trading Day during the applicable Pricing Period
for which (i) the Company has not elected the Alternative Fixed Amount Requested and (ii) the VWAP equals or exceeds the Threshold
Price) determined pursuant to the following equation (rounded to the nearest whole Share):


 


N = (A x B)/C, where:


 


N =
the number of Shares to be issued by the Company to the Investor in respect of a Trading Day during the applicable Pricing Period
for which (i) the Company has not elected the Alternative Fixed Amount Requested and (ii) the VWAP equals or exceeds the Threshold
Price,


 


A = 0.10 (the “Multiplier”),


 



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B = the total Fixed Amount Requested, and


 


C = the applicable Discount Price for such
Trading Day.


 


(b)          If,
with respect to any Trading Day during the applicable Pricing Period, the Company has elected the Alternative Fixed Amount Requested
in accordance with the provisions of Section 3.2 hereof, then, with respect to each such Trading Day during the applicable Pricing
Period for which the VWAP equals or exceeds the Threshold Price, the number of Shares to be issued by the Company to the Investor
pursuant to a Fixed Request shall equal the product (calculated for each Trading Day during the applicable Pricing Period for which
(i) the Company has elected the Alternative Fixed Amount Requested and (ii) the VWAP equals or exceeds the Threshold Price) determined
pursuant to the following equation (rounded to the nearest whole Share):


 


N = A x B, where:


 


N =
the number of Shares to be issued by the Company to the Investor in respect of a Trading Day during the applicable Pricing Period
for which (i) the Company has elected the Alternative Fixed Amount Requested and (ii) the VWAP equals or exceeds the Threshold
Price,


 


A = 0.25, and


 


B =
the trading volume of the Common Stock for the applicable Trading Day during the applicable Pricing Period, as reported by Bloomberg
L.P. using the AQR function (excluding block trades of 25,000 shares or more).


 


Section 3.4.          Limitation
of Fixed Requests. Notwithstanding anything in this Agreement to the contrary, (i) the Company shall not make more than
one Fixed Request in each Pricing Period and (ii) not less than five Trading Days shall elapse between the end of one Pricing Period
and the commencement of any other Pricing Period during the Investment Period. There shall be permitted a maximum of 36 Fixed Requests
during the Investment Period. Each Fixed Request automatically shall expire immediately following the last Trading Day of each
Pricing Period.


 


Section 3.5.          Reduction
of Commitment. On each Settlement Date, the Investor’s Total Commitment under this Agreement automatically shall
be reduced, on a dollar-for-dollar basis, by the total amount of the Fixed Request Amount paid to the Company on such Settlement
Date.


 


Section 3.6.          Below
Threshold Price.


 


(a)          With
respect to each Trading Day (if any) during the applicable Pricing Period with respect to which the Company has not elected the
Alternative Fixed Amount Requested in accordance with the provisions of Section 3.2 hereof, if the VWAP on such Trading Day in
a Pricing Period is lower than the Threshold Price, then for each such Trading Day the Fixed Amount Requested shall be reduced,
on a dollar-for-dollar basis, by an amount equal to the product of (x) the Multiplier and (y) the total Fixed Amount Requested,
and no Shares shall be purchased or sold with respect to such Trading Day. If trading in the Common Stock on the Trading Market
is suspended for any reason for more than three hours on any Trading Day, then for each such Trading Day the Fixed Amount Requested
shall be reduced, on a dollar-for-dollar basis, as provided in the immediately preceding sentence, and no Shares shall be purchased
or sold with respect to such Trading Day.


 



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(b)          With
respect to each Trading Day (if any) during the applicable Pricing Period with respect to which the Company has elected the Alternative
Fixed Amount Requested in accordance with the provisions of Section 3.2 hereof, if the VWAP on such Trading Day in a Pricing Period
is lower than the Threshold Price, then for each such Trading Day no Shares shall be purchased or sold with respect to such Trading
Day. If trading in the Common Stock on the Trading Market is suspended for any reason for more than three hours on any Trading
Day, then for each such Trading Day no Shares shall be purchased or sold with respect to such Trading Day.


 


Section 3.7.          Settlement.
The payment for, against simultaneous delivery of, Shares in respect of each Fixed Request shall be settled on the second Trading
Day next following the last Trading Day of each Pricing Period (the “Settlement Date”). On each Settlement
Date, the Company shall, or shall cause its transfer agent to, electronically transfer the Shares purchased by the Investor by
crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice
of such designee prior to the Settlement Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Shares shall
be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement, against simultaneous
payment therefor to the Company’s designated account by wire transfer of immediately available funds; provided that
if the Shares are received by the Investor later than 1:00 p.m., New York City time, payment therefor shall be made with next day
funds. As set forth in Section 3.9, a failure by the Company or its transfer agent (if applicable) to deliver such Shares on the
applicable Settlement Date shall result in the payment of partial damages by the Company to the Investor.


 


Section 3.8.          Reduction
of Pricing Period; End of Pricing Period If Alternative Fixed Amount Requested.


 


(a)          If
during a Pricing Period the Company elects to reduce the number of Trading Days in such Pricing Period, the Company shall so notify
the Investor before 9:00 a.m. (New York City time) on any Trading Day during a Pricing Period (a “Reduction Notice”)
and the last Trading Day of such Pricing Period shall be the Trading Day immediately preceding the Trading Day on which the Investor
received such Reduction Notice; provided, however, that (i) the Company may not elect to reduce the number of Trading
Days in any such Pricing Period to less than two Trading Days and (ii) if the Company delivers the Reduction Notice later than
9:00 a.m. (New York City time) on a Trading Day during a Pricing Period, then the last Trading Day of such Pricing Period instead
shall be the Trading Day on which the Investor received such Reduction Notice. Upon receipt of a Reduction Notice, the Investor
shall purchase the Shares in respect of each Trading Day in such reduced Pricing Period for which the VWAP equals or exceeds the
Threshold Price in accordance with Section 3.3 hereof.


 



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(b)          If,
with respect to any Fixed Request Notice, an election by the Company of the Alternative Fixed Amount Requested in accordance with
the provisions of Section 3.2 hereof is then in effect, the last Trading Day of the applicable Pricing Period shall be the earliest
of: (i) the Trading Day on which the Alternative Fixed Amount Requested (calculated in accordance with Section 3.2 hereof) shall
have reached the dollar amount cap therefor specified by the Company in the applicable Fixed Request Notice, (ii) the last Trading
Day of the Pricing Period, if such Pricing Period is reduced by the Company pursuant to clause (a) of this Section 3.8, and (iii)
the 10th Trading Day of the Pricing Period.


 


Section 3.9.          Failure
to Deliver Shares. If the Company issues a Fixed Request Notice and fails to deliver the Shares to the Investor on the
applicable Settlement Date and such failure continues for 10 Trading Days, the Company shall pay the Investor, in cash, in addition
to all other remedies available to the Investor, as partial damages for such failure and not as a penalty, an amount equal to 2.0%
of the payment required to be paid by the Investor on such Settlement Date for the initial 30 days following such Settlement Date
until the Shares have been delivered, and an additional 2.0% for each additional 30-day period thereafter until the Shares have
been delivered, which amount shall be prorated for such periods less than 30 days (the “Make Whole Amount”).
If the Make Whole Amount is not paid within two Trading Days following a demand therefor from the Investor, the Make Whole Amount
shall accrue annual interest (on the basis of the 365 day year) compounded daily at a rate equal to the greater of (i) the
prime rate of interest then in effect as published by the Wall Street Journal plus 3.0% and (ii) 10.0%, up to and including
the date on which the Make Whole Amount is actually paid. The Company shall not issue a Fixed Request Notice to the Investor until
the Make Whole Amount, plus all accrued interest, has been paid to the Investor in full.


 


Section 3.10.         Certain
Limitations. Notwithstanding anything to the contrary contained in this Agreement, in no event may the Company issue a
Fixed Request Notice to the extent that (i) the Fixed Amount Requested in such Fixed Request Notice exceeds the Maximum Fixed Amount
Requested determined in accordance with Section 3.2 (if the Company has not elected the Alternative Fixed Amount Requested in accordance
with the provisions of Section 3.2 hereof), (ii) the sale of Shares pursuant to such Fixed Request Notice would cause the Company
to issue or sell or the Investor to acquire or purchase a dollar value of shares of Common Stock which, when aggregated with all
Fixed Request Amounts paid by the Investor pursuant to all prior Fixed Request Notices issued under this Agreement, would exceed
the Aggregate Limit, or (iii) the sale of Shares pursuant to such Fixed Request Notice would cause the Company to sell or the Investor
to purchase a number of shares of Common Stock which, when aggregated with all other shares of Common Stock then beneficially owned
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates,
would result in the beneficial ownership by the Investor or any of its Affiliates of more than 9.9% of the then issued and outstanding
shares of Common Stock (the “Ownership Limitation”). If the Company issues a Fixed Request Notice in
which the Fixed Amount Requested exceeds the Maximum Fixed Amount Requested determined in accordance with Section 3.2 (if the Company
has not elected the Alternative Fixed Amount Requested in accordance with the provisions of Section 3.2 hereof), such Fixed Request
Notice shall be void ab initio to the extent the Fixed Amount Requested exceeds the Maximum Fixed Amount Requested. If the
Company issues a Fixed Request Notice that otherwise would require the Investor to purchase shares of Common Stock which would
cause the aggregate purchases of Common Stock by the Investor under this Agreement to exceed the Aggregate Limit, such Fixed Request
Notice shall be void ab initio to the extent of the amount by which the dollar value of shares of Common Stock otherwise
issuable pursuant to such Fixed Request Notice, together with all Fixed Request Amounts paid by the Investor pursuant to all prior
Fixed Request Notices issued under this Agreement, would exceed the Aggregate Limit. If the Company issues a Fixed Request Notice
that otherwise would require the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of
Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder)
by the Investor and its Affiliates to exceed the Ownership Limitation, such Fixed Request Notice shall be void ab initio
to the extent of the amount by which the number of shares of Common Stock otherwise issuable pursuant to such Fixed Request Notice,
together with all shares of Common Stock then beneficially owned by the Investor and its Affiliates, would exceed the Ownership
Limitation.


 



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Section 3.11.         Blackout
Periods. The Company shall advise the Investor in writing of any changes to its policy on insider trading. Notwithstanding
any other provision of this Agreement, the Company shall not deliver any Fixed Request Notice or otherwise offer or sell Shares
to the Investor, and the Investor shall not be obligated to purchase any Shares pursuant to this Agreement, (i) during any period
in which the Company is, or may be deemed to be, in possession of material non-public information, (ii) during any period (other
than the period referred to in clause (iii) of this Section 3.11) in which the Company’s insider trading policy, as it exists
from time to time, would prohibit purchases or sales of Common Stock by its officers or directors (each such period, a “Blackout
Period”), except with respect to this clause (ii) as expressly provided in the immediately following sentence, or
(iii) except as expressly provided in this Section 3.11, at any time from and including the date (each, an “Announcement
Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings,
revenues or other results of operations (each, an “Earnings Announcement”) through and including the
time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form
10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods,
as the case may be, covered by such Earnings Announcement. If the Company wishes to deliver any Fixed Request Notice or otherwise
offer, sell or deliver Shares to the Investor during any Blackout Period, the Company shall, as a condition thereto, provide the
Investor with the compliance certificate substantially in the form attached hereto as Exhibit D, dated the date of such
Fixed Request Notice, which certificate shall be deemed to remain in effect during the applicable Pricing Period through and including
the applicable Settlement Date, and the “bring down” opinions in the form mutually agreed to by the parties hereto,
dated the date of such Fixed Request Notice. If the Company wishes to deliver any Fixed Request Notice or otherwise offer, sell
or deliver Shares to the Investor at any time during the period from and including an Announcement Date through and including the
time that is 24 hours after the corresponding Filing Time, the Company shall, as conditions thereto, (1) prepare and deliver to
the Investor (with a copy to counsel to the Investor) a report on Form 8-K which shall include substantially the same financial
and related information as was set forth in the relevant Earnings Announcement (other than any earnings or other projections, similar
forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance
reasonably satisfactory to the Investor and its counsel, (2) provide the Investor with the compliance certificate substantially
in the form attached hereto as Exhibit D, dated the date of such Fixed Request Notice, which certificate shall be deemed
to remain in effect during the applicable Pricing Period through and including the applicable Settlement Date, and the “bring
down” opinions in the form mutually agreed to by the parties hereto, dated the date of such Fixed Request Notice and (3)
file such Earnings 8-K with the Commission (so that it is deemed “filed” for purposes of Section 18 of the Exchange
Act), include such Earnings 8-K in a Prospectus Supplement and file such Prospectus Supplement with the Commission under Rule 424(b)
under the Securities Act, in each case on or prior to the date of such Fixed Request Notice. The provisions of clause (iii) of
this Section 3.11 shall not be applicable for the period from and after the time at which all of the conditions set forth in the
immediately preceding sentence shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant
Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the
relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties
agree that the delivery of the compliance certificate and the “bring down” opinions pursuant to this Section 3.11 shall
not relieve the Company from any of its obligations under this Agreement with respect to the delivery of the compliance certificate
called for by Section 7.2(ii) and the “bring down” opinions called for by Section 7.2(xiv) on the applicable Settlement
Date, which Sections shall have independent application.


 



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Article
IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


 


The Investor hereby
makes the following representations, warranties and covenants to the Company:


 


Section 4.1.          Organization
and Standing of the Investor. The Investor is a business company duly organized, validly existing and in good standing
under the laws of the British Virgin Islands.


 


Section 4.2.          Authorization
and Power. The Investor has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and the Registration Rights Agreement and to purchase the Shares in accordance with the terms hereof. The execution,
delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent
or authorization of the Investor, its Board of Directors or its stockholders is required. Each of this Agreement and the Registration
Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation of the Investor
enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the
enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation
of equitable remedies).


 



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Section 4.3.          No
Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation
of such Investor’s charter documents, bylaws or other applicable organizational instruments, (ii) conflict with, constitute
a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of
termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Investor is a party or is bound, (iii) create or impose any lien,
charge or encumbrance on any property of the Investor under any agreement or any commitment to which the Investor is party or under
which the Investor is bound or under which any of its properties or assets are bound, or (iv) result in a violation of any federal,
state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable
to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and
(iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually
or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and
perform its obligations under this Agreement and the Registration Rights Agreement. The Investor is not required under any applicable
federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under
this Agreement and the Registration Rights Agreement or to purchase the Shares in accordance with the terms hereof; provided,
however, that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy
of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company in
the Transaction Documents to which it is a party.


 


Section 4.4.          Investment
Purpose. The Investor is acquiring the Shares for its own account, for investment purposes and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt
from the registration requirements of the Securities Act; provided, however, that by making the representations herein,
the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific
term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or
an exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Shares.


 


Section 4.5.          Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D.


 


Section 4.6.          Reliance
on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions
from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth
and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor
to acquire the Shares.


 



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Section 4.7.          Information.
All materials relating to the business, financial condition, management and operations of the Company and materials relating to
the offer and sale of the Shares which have been requested by the Investor have been furnished or otherwise made available to the
Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that its investment
in the Shares involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Shares and
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a
proposed investment in the Shares. The Investor and its advisors have been afforded the opportunity to ask questions of and receive
answers from representatives of the Company concerning the financial condition and business of the Company and other matters relating
to an investment in the Shares. Neither such inquiries nor any other due diligence investigations conducted by the Investor or
its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party
or the Investor’s right to rely on any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby (including, without limitation, the opinions of the Company’s
counsel delivered pursuant to Sections 7.1(iv) and 7.2(xiv)). The Investor has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. The Investor
understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment
or the transactions contemplated by this Agreement.


 


Section 4.8.          No
Governmental Review. The Investor understands that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the
investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.


 


Section 4.9.          No
General Solicitation. The Investor is not purchasing the Shares as a result of any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.


 


Section 4.10.         Not
an Affiliate. The Investor is not an officer, director or an Affiliate of the Company.


 


Section 4.11.         Statutory
Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling
stockholder” in the Registration Statement and in any Prospectus contained therein to the extent required by applicable law
and to the extent the Prospectus is related to the resale of Registrable Securities.


 


Section 4.12.         Resales
of Shares. The Investor represents, warrants and covenants that unless the Shares are eligible for resale pursuant to Rule
144, it will resell such Shares only pursuant to the Registration Statement, in a manner described under the caption “Plan
of Distribution” in the Registration Statement, and in a manner in compliance with all applicable U.S. federal and state
securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities
Act.


 



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Article
V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


 


Except as set forth
in the disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes
an integral part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following
representations, warranties and covenants to the Investor:


 


Section 5.1.          Organization,
Good Standing and Power. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to
own, lease and operate its properties and assets and to conduct its business as it is now being conducted and, except as set forth
in the Commission Documents, as presently proposed to be conducted. The Company and each Subsidiary is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have
a Material Adverse Effect.


 


Section 5.2.          Authorization,
Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under
each of the Transaction Documents to which it is a party and to issue the Shares in accordance with the terms hereof and thereof.
Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with any
issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any Fixed Request
Notice), the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and
the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary
corporate action, and no further consent or authorization of the Company, its Board of Directors or its stockholders is required.
Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable
principles of general application (including any limitation of equitable remedies).


 



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Section 5.3.          Capitalization.
The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission Documents
as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly issued,
and are fully paid and nonassessable. Except as set forth in the Commission Documents, this Agreement and the Registration Rights
Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities
under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to preemptive
rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the
Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant
to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained
in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company
is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock
of the Company. Except as set forth in the Commission Documents, the offer and sale of all capital stock, convertible or exchangeable
securities, rights, warrants or options of the Company issued prior to the Closing Date complied with all applicable federal and
state securities laws, and no stockholder has any right of rescission or damages or any “put” or similar right with
respect thereto that would have a Material Adverse Effect. Except as set forth in the Commission Documents, there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction
Documents or the consummation of the transactions described herein or therein. The Company has furnished or made available to the
Investor via EDGAR true and correct copies of the Company’s Certificate of Incorporation as in effect on the Closing Date
(the “Charter”) and the Company’s Bylaws as in effect on the Closing Date (the “Bylaws”).


 


Section 5.4.          Issuance
of Shares. The Shares to be issued under this Agreement have been or will be (prior to the delivery of any Fixed Request
Notice to the Investor hereunder) duly authorized by all necessary corporate action on the part of the Company. The Shares, when
paid for in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and nonassessable
and free from all liens, charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights
and other encumbrances with respect to the issue thereof.


 


Section 5.5.          No
Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a
party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in
a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become
a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any
of its Significant Subsidiaries is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any property or
assets of the Company or any of its Significant Subsidiaries under any agreement or any commitment to which the Company or any
of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which
any of their respective properties or assets is subject, or (iv) result in a violation of any federal, state, local or foreign
statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries are bound or affected (including federal and state securities laws and regulations
and the rules and regulations of the Trading Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts,
defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually
or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement or the Registration
Rights Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required
under any federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency (including, without limitation, the Trading Market) in order for
it to execute, deliver or perform any of its obligations under the Transaction Documents to which it is a party, or to issue the
Shares to the Investor in accordance with the terms hereof and thereof (other than such consents, authorizations, orders, filings
or registrations as have been obtained or made prior to the Closing Date); provided, however, that, for purposes
of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties
of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the
Registration Rights Agreement.


 



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Section 5.6.          Commission
Documents, Financial Statements. (a) The Company has timely filed (giving effect to permissible extensions in accordance
with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor
via EDGAR or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to
the Closing Date (including, without limitation, the 2011 Form 10-K). No Subsidiary of the Company is required to file or furnish
any report, schedule, registration, form, statement, information or other document with the Commission. As of its filing date,
each Commission Document filed with or furnished to the Commission prior to the Closing Date (including, without limitation, the
2011 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable,
and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or
superseded by a filing prior to the Closing Date, on the date of such amended or superseded filing), such Commission Document did
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration
Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Fixed Request
Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including,
without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except
that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance
upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor
expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the
Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Fixed Request Exercise Date and
on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without
limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions
from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor
furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other
than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after
the Closing Date and incorporated by reference in the Registration Statement, the Prospectus or any Prospectus Supplement required
to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation, the Current Report),
when such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective, as the
case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable,
and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor
via EDGAR or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from
the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together
with all written responses of the Company thereto in the form such responses were filed via EDGAR. There are no outstanding or
unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not
issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the
Securities Act or the Exchange Act.


 



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(b)          The
financial statements, together with the related notes and schedules, of the Company included in the Commission Documents comply
as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the
Commission and all other applicable rules and regulations with respect thereto. Such financial statements, together with the related
notes and schedules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements,
to the extent they may not include footnotes or may be condensed or summary statements or may be subject to normal year-end adjustments),
and fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the
dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end adjustments and the absence of footnotes or may be condensed or summary statements).


 


(c)          The
Company has timely filed with the Commission and made available to the Investor via EDGAR or otherwise all certifications and statements
required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley
Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance
in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls
and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure
that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible
for the timely and accurate preparation of the Company’s Commission filings and other public disclosure documents. As used
in this Section 5.6(c), the term “file” shall be broadly construed to include any manner in which a document or information
is furnished, supplied or otherwise made available to the Commission.


 



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(d)          Crowe
Horwath LLP, who shall express their opinion on the audited financial statements and related schedules to be included or incorporated
by reference in the Registration Statement and the Prospectus are, with respect to the Company, independent public accountants
as required by the Securities Act and is an independent registered public accounting firm within the meaning of SOXA as required
by the rules of the Public Company Accounting Oversight Board. Crowe Horwath LLP has not been engaged by the Company to perform
any “prohibited activities” (as defined in Section 10A of the Exchange Act).


 


Section 5.7.          Subsidiaries.
The 2011 Form 10-K sets forth each material Subsidiary of the Company as of the Closing Date, showing its jurisdiction of incorporation
or organization and the percentage of the Company’s ownership of the outstanding voting stock of such Subsidiary, and the
Company does not have any other material Subsidiaries as of the Closing Date.


 


Section 5.8.          No
Material Adverse Effect. Except as disclosed in any Commission Documents filed since December 31, 2011, or which may be
deemed to have resulted from the Company’s continued losses from operations, since December 31, 2011, the Company has not
experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which would
have a Material Adverse Effect.


 


Section 5.9.          No
Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities, obligations, claims or losses
(whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to
be disclosed on a balance sheet of the Company or any Subsidiary (including the notes thereto) in conformity with GAAP and are
not disclosed in the Commission Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries
respective businesses since December 31, 2011 and which, individually or in the aggregate, do not or would not have a Material
Adverse Effect.


 


Section 5.10.         No
Undisclosed Events or Circumstances. No event or circumstance has occurred or information exists with respect to the Company
or any of its Subsidiaries or its or their business, properties, liabilities, operations (including results thereof) or conditions
(financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company
at or before the Closing but which has not been so publicly announced or disclosed, except for events or circumstances which, individually
or in the aggregate, do not or would not have a Material Adverse Effect.


 



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Section 5.11.         Indebtedness;
Solvency. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2012 sets forth,
as of September 30, 2012, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the
Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness”
shall mean (a) any liabilities for borrowed money or amounts owed in excess of $10,000,000 (other than trade accounts payable incurred
in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect
of Indebtedness of others in excess of $10,000,000, whether or not the same are or should be reflected in the Company’s balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; and (c) the present value of any lease payments in excess of $10,000,000 due under leases required
to be capitalized in accordance with GAAP. There is no existing or continuing default or event of default in respect of any Indebtedness
of the Company or any of its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps,
to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the
relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency,
reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other
federal or state bankruptcy law or any law for the relief of debtors. Except as set forth in the Commission Documents, the Company
is financially solvent and is generally able to pay its debts as they become due.


 


Section 5.12.         Title
To Assets. Each of the Company and its Subsidiaries has good and valid title to, or has valid rights to lease or otherwise
use, all of their respective real and personal property reflected in the Commission Documents, free of mortgages, pledges, charges,
liens, security interests or other encumbrances, except for those indicated in the Commission Documents and those that would not
have a Material Adverse Effect. All real property and facilities held under lease by the Company or any of its Subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with
the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 


Section 5.13.         Actions
Pending. There is no action, suit, claim, investigation or proceeding pending, or, to the Knowledge of the Company, threatened,
against the Company or any Subsidiary which questions the validity of the Transaction Documents or the transactions contemplated
thereby or any action taken or to be taken pursuant thereto. Except as set forth in the Commission Documents, there is no action,
suit, claim, investigation or proceeding pending, or to the Knowledge of the Company threatened, against or involving the Company,
any Subsidiary or any of their respective properties or assets, or involving any officers or directors of the Company or any of
its Subsidiaries, including, without limitation, any securities class action lawsuit or stockholder derivative lawsuit related
to the Company, in each case which, if determined adversely to the Company, its Subsidiary or any officer or director of the Company
or its Subsidiaries, would have a Material Adverse Effect. Except as set forth in the Commission Documents, no judgment, order,
writ, injunction or decree or award has been issued by or, to the Knowledge of the Company, requested of any court, arbitrator
or governmental agency which would be reasonably expected to result in a Material Adverse Effect.


 


Section 5.14.         Compliance
With Law. The business of the Company and the Subsidiaries has been and is presently being conducted in compliance with
all applicable federal, state, local and foreign governmental laws, rules, regulations and ordinances, except as set forth in the
Commission Documents and except for such non-compliance which, individually or in the aggregate, would not have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance,
rule or regulation applicable to the Company or any of its Subsidiaries, except in all cases for possible violations which could
not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except
as set forth in the Commission Documents, the Company has maintained all requirements for the continued listing or quotation of
its Common Stock on the Trading Market, and the Company is not in violation of any of the rules, regulations or requirements of
the Trading Market and has no Knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of
the Common Stock by the Trading Market in the foreseeable future.


 



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Section 5.15.         Certain
Fees. Except for the placement fee payable by the Company to Financial West Group, Member FINRA/SIPC (“FWG”),
which shall be set forth in a separate engagement letter between the Company and FWG (a true and complete fully executed copy of
which has heretofore been provided to the Investor) (the “Placement Agent Engagement Letter”), no brokers,
finders or financial advisory fees or commissions are or shall be payable by the Company or any Subsidiary (or any of their respective
Affiliates) with respect to the transactions contemplated by the Transaction Documents.


 


Section 5.16.         Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or any of its agents,
advisors or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by the Transaction
Documents. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions
in securities of the Company. All disclosure provided to Investor regarding the Company and its Subsidiaries, their businesses
and the transactions contemplated by the Transaction Documents (including, without limitation, the representations and warranties
of the Company contained in the Transaction Documents to which it is a party (as modified by the Disclosure Schedule)) furnished
by or on behalf of the Company or any of its Subsidiaries, taken together, is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries
during the 12 months preceding the Closing Date did not at the time of release (or, if amended or superseded by a later dated press
release issued by the Company or any of its Subsidiaries prior to the Closing Date or by a later dated Commission Document filed
with or furnished to the Commission by the Company prior to the Closing Date, at the time of issuance of such later dated press
release or filing or furnishing of such Commission Document, as applicable) contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they are made, not misleading.


 


Section 5.17.         Operation
of Business. (a) The Company or one or more of its Subsidiaries possesses such permits, licenses, approvals, consents and
other authorizations (including licenses, accreditation and other similar documentation or approvals of any local health departments)
issued by the appropriate federal, state, local or foreign regulatory agencies or bodies as are necessary to conduct the business
now operated by it (collectively, “Governmental Licenses”), except where the failure to possess such
Governmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect. The Company and its Subsidiaries
are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply, individually
or in the aggregate, would not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and
effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force
and effect, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which,
if the subject of any unfavorable decision, ruling or finding, individually or in the aggregate, would have a Material Adverse
Effect. This Section 5.17 does not relate to environmental matters, such items being the subject of Section 5.18.


 



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(b)          To
the Company’s Knowledge, the Company or one or more of its Subsidiaries owns or possesses adequate patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade names, trade dress, logos, copyrights and other intellectual
property, including, without limitation, all of the intellectual property described in the Commission Documents as being owned
or licensed by the Company (collectively, “Intellectual Property”), necessary to carry on the business
now operated by it. Except as set forth in the Commission Documents, there are no actions, suits or judicial proceedings pending,
or to the Company’s Knowledge threatened in writing, relating to patents or proprietary information to which the Company
or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is subject, and neither
the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of any facts or circumstances which could render any Intellectual
Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict
(if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate,
would have a Material Adverse Effect.


 


Section 5.18.         Environmental
Compliance. Except as disclosed in the Commission Documents, the Company and each of its Subsidiaries have obtained all
material approvals, authorization, certificates, consents, licenses, orders and permits or other similar authorizations of all
governmental authorities, or from any other person, that are required under any Environmental Laws, except for any approvals, authorization,
certificates, consents, licenses, orders and permits or other similar authorizations the failure of which to obtain does not or
would not have a Material Adverse Effect. “Environmental Laws” shall mean all applicable laws relating
to the protection of the environment including, without limitation, all requirements pertaining to reporting, licensing, permitting,
controlling, investigating or remediating emissions, discharges, releases or threatened releases of hazardous substances, chemical
substances, pollutants, contaminants or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature, into
the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of hazardous substances, chemical substances, pollutants, contaminants or toxic substances, material
or wastes, whether solid, liquid or gaseous in nature. Except for such instances as would not, individually or in the aggregate,
have a Material Adverse Effect, to the Company’s Knowledge, there are no past or present events, conditions, circumstances,
incidents, actions or omissions relating to or in any way affecting the Company or its Subsidiaries that violate or could reasonably
be expected to violate any Environmental Law after the Closing Date or that could reasonably be expected to give rise to any environmental
liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation (i) under
any Environmental Law, or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including
without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened
release of any hazardous substance.


 



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Section 5.19.         Material
Agreements. Except as set forth in the Commission Documents, neither the Company nor any Subsidiary of the Company is a
party to any written or oral contract, instrument, agreement commitment, obligation, plan or arrangement, a copy of which would
be required to be filed with the Commission as an exhibit to an annual report on Form 10-K (collectively, “Material
Agreements”). Except as set forth in the Commission Documents, the Company and each of its Subsidiaries have performed
in all material respects all the obligations then required to be performed by them under the Material Agreements, have received
no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis
for the assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting
party thereto are in default under any Material Agreement now in effect, the result of which would have a Material Adverse Effect.
Except as set forth in the Commission Documents, each of the Material Agreements is in full force and effect, and constitutes a
legal, valid and binding obligation enforceable in accordance with its terms against the Company and/or any of its Subsidiaries
and, to the Knowledge of the Company, each other contracting party thereto, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.


 


Section 5.20.         Transactions
With Affiliates. Except as set forth in the Commission Documents, there are no loans, leases, agreements, contracts, royalty
agreements, management contracts, service arrangements or other continuing transactions exceeding $120,000 between (a) the Company
or any Subsidiary, on the one hand, and (b) any person or entity who would be covered by Item 404(a) of Regulation S-K, on the
other hand. Except as disclosed in the Commission Documents, there are no outstanding amounts payable to or receivable from, or
advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a creditor
of or debtor to, any beneficial owner of more than 5% of the outstanding shares of Common Stock, or any director, employee or affiliate
of the Company or any of its Subsidiaries, other than (i) reimbursement for reasonable expenses incurred on behalf of the Company
or any of its Subsidiaries or (ii) as part of the normal and customary terms of such person’s employment or service as a
director with the Company or any of its Subsidiaries.


 


Section 5.21.         Employees.
 Neither the Company nor any Subsidiary of the Company has any collective bargaining arrangements or agreements covering
any of its employees, except as set forth in the Commission Documents. Except as disclosed in the Commission Documents, no officer,
consultant or key employee of the Company or any Subsidiary whose termination, either individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect, has terminated or, to the Knowledge of the Company, has any present intention of
terminating his or her employment or engagement with the Company or any Subsidiary.


 


Section 5.22.         Use
of Proceeds. The proceeds from the sale of the Shares shall be used by the Company and its Subsidiaries as set forth in
the Prospectus and any Prospectus Supplement filed pursuant to Section 2.3 of this Agreement and pursuant to the Registration Rights
Agreement.


 



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Section 5.23.         Investment
Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction
Documents and the application of the proceeds from the sale of the Shares as set forth in the Prospectus and any Prospectus Supplement
shall not be required to be registered as, an “investment company” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 5.24.         ERISA.
No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Plan by the Company or any of its
Subsidiaries which has had or would have a Material Adverse Effect. No “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Code) or “accumulated funding deficiency” (as defined in Section 302 of ERISA)
or any of the events set forth in Section 4043(b) of ERISA has occurred with respect to any Plan which has had or would have a
Material Adverse Effect, and the execution and delivery of this Agreement and the issuance and sale of the Shares hereunder shall
not result in any of the foregoing events. Each Plan is in compliance in all material respects with applicable law, including ERISA
and the Code; the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to the termination
of, or withdrawal from, any Plan; and each Plan for which the Company would have any liability that is intended to be qualified
under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or failure
to act, which would cause the loss of such qualifications. As used in this Section 5.24, the term “Plan”
shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is or has been established or
maintained, or to which contributions are or have been made, by the Company or any Subsidiary or by any trade or business, whether
or not incorporated, which, together with the Company or any Subsidiary, is under common control, as described in Section 414(b)
or (c) of the Code.


 


Section 5.25.         Taxes.
The Company and each of its Subsidiaries (i) has filed all necessary federal, state and foreign income and franchise tax returns
or has duly requested extensions thereof, except for those the failure of which to file would not have a Material Adverse Effect,
(ii) has paid all federal, state, local and foreign taxes due and payable for which it is liable, except to the extent that any
such taxes are being contested in good faith and by appropriate proceedings, except for such taxes the failure of which to pay
would not have a Material Adverse Effect, and (iii) does not have any tax deficiency or claims outstanding or assessed or, to the
Company’s Knowledge, proposed against it which would have a Material Adverse Effect. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and, to the Company’s Knowledge, there is no valid
basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as
defined in Section 1297 of the Code.


 



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Section 5.26.         Insurance.
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its
Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied
for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect.


 


Section 5.27.         U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as
any of the Shares are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section
897 of the Code.


 


Section 5.28.         Exemption
from Registration; Valid Issuances. Subject to, and in reliance on, the representations, warranties and covenants made
herein by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt
from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and Rule 506 of Regulation D; provided,
however, that at the request of and with the express agreement of the Investor, the Shares will be delivered to the Investor
via book entry through DTC and will not bear legends noting restrictions as to resale of such securities under federal or state
securities laws, nor will any such securities be subject to stop transfer instructions. Neither the offer or sale of the Shares
pursuant to, nor the Company’s performance of its obligations under, the Transaction Documents to which it is a party shall
(i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares, or (ii) except
as set forth in the Commission Documents, entitle the holders of any outstanding shares of capital stock of the Company to preemptive
or other rights to subscribe to or acquire the shares of Common Stock or other securities of the Company.


 


Section 5.29.         No
General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting
on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Shares.


 


Section 5.30.         No
Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Shares under the Securities Act, whether through integration with
prior offerings or otherwise, or cause this offering of the Shares to require approval of stockholders of the Company under any
applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Trading Market.
None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps referred
to in the preceding sentence that would require registration of the issuance of any of the Shares under the Securities Act or cause
the offering of any of the Shares to be integrated with other offerings.


 


Section 5.31.         Dilutive
Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders
and could significantly increase the outstanding number of shares of Common Stock.


 



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Section 5.32.         Manipulation
of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company,
no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended to cause or to result
in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in, or which would
in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the
Company, in each case to facilitate the sale or resale of any of the Shares, or (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Shares, other than, in the case of clause (ii), compensation paid to FWG on the Closing
Date in connection with the placement of the Shares pursuant to the Placement Agent Engagement Letter. Neither the Company nor
any of its officers, directors or Affiliates will during the term of this Agreement, and, to the Knowledge of the Company, no Person
acting on their behalf will during the term of this Agreement, take any of the actions referred to in the immediately preceding
sentence, other than, in the case of clause (ii), compensation paid to FWG in connection with the settlement of each Fixed Request
pursuant to the Placement Agent Engagement Letter.


 


Section 5.33.         Securities
Act. The Company has complied and shall comply with all applicable federal and state securities laws in connection with
the offer, issuance and sale of the Shares hereunder, including, without limitation, the applicable requirements of the Securities
Act. The Registration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall
satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor in accordance
with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing
market prices, and not fixed prices. The Company is not, and has not previously been at any time, an issuer identified in, or subject
to, Rule 144(i).


 


Section 5.34.         Listing
and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the
Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission
is contemplating terminating such registration. Except as set forth in the Commission Documents, the Company has not, in the 12
months preceding the Closing Date, received notice from any Trading Market on which the Common Stock is or has been listed or quoted
to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. As of
the Closing Date, except as set forth in the Commission Documents, the Company is in compliance with all such listing and maintenance
requirements.


 


Section 5.35.         Application
of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s Charter or the laws of its state of incorporation that is or
could become applicable to the Investor as a result of the Investor and the Company fulfilling their respective obligations or
exercising their respective rights under the Transaction Documents (as applicable), including, without limitation, as a result
of the Company’s issuance of the Shares and the Investor’s ownership of the Shares.


 



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Section 5.36.         Foreign
Corrupt Practices Act. None of the Company, any Subsidiary or, to the Knowledge of the Company, any director, officer,
agent, employee, affiliate or other Person acting on behalf of the Company or any of its Subsidiaries, is aware of or has taken
any action, directly or indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder (collectively, the “FCPA”), including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company and the Subsidiaries
have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 


Section 5.37.         Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to
the Knowledge of the Company, threatened.


 


Section 5.38.         OFAC.
None of the Company, any Subsidiary or, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or Person
acting on behalf of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly
or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S.
sanctions administered by OFAC.


 


Section 5.39.         Acknowledgement
Regarding Investor’s Acquisition of Shares. The Company acknowledges and agrees that the Investor is acting solely
in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated by the Transaction
Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and
any advice given by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s
acquisition of the Shares. The Company further represents to the Investor that the Company’s decision to enter into the Transaction
Documents to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by
the Company and its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations
or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth
in Article IV of this Agreement.


 



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Article
VI

ADDITIONAL COVENANTS


 


The Company covenants
with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of
the other party, during the Investment Period:


 


Section 6.1.          Securities
Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance with their
respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary action,
undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the
Shares to the Investor in accordance with the terms of the Transaction Documents, as applicable.


 


Section 6.2.          Reservation
of Common Stock. The Company has available and the Company shall reserve and keep available at all times, free of preemptive
and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common Stock to enable
the Company to timely effect the issuance, sale and delivery in full to the Investor of all Shares to be issued and delivered in
respect of all Fixed Requests under this Agreement, in any case prior to the issuance to the Investor of such Shares. The number
of shares of Common Stock so reserved from time to time, as theretofore increased or reduced as hereinafter provided, may be reduced
by the number of shares of Common Stock actually delivered pursuant to this Agreement.


 


Section 6.3.          Registration
and Listing. The Company shall take all action necessary to cause the Common Stock to continue to be registered as a class
of securities under Sections 12(b) or 12(g) of the Exchange Act, shall comply with its reporting and filing obligations under the
Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange
Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange
Act or Securities Act, except as permitted herein. The Company shall use its reasonable best efforts to continue the listing and
trading of its Common Stock and the listing of the Shares purchased by the Investor hereunder on the Trading Market and to comply
with the Company’s reporting, filing and other obligations under the bylaws, listed securities maintenance standards and
other rules and regulations of the Trading Market. The Company shall not take any action which could be reasonably expected to
result in the delisting or suspension of the Common Stock on the Trading Market.


 



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Section 6.4.          Compliance
with Laws.


 


(i)          The
Company shall comply, and cause each Subsidiary to comply, (a) with all laws, rules, regulations and orders applicable to the business
and operations of the Company and its Subsidiaries, except as would not have a Material Adverse Effect and (b) with all applicable
provisions of the Securities Act and the Exchange Act and the rules and regulations of the Trading Market. Without limiting the
foregoing, neither the Company, nor any of its Subsidiaries, nor to the Knowledge of the Company, any of their respective directors,
officers, agents, employees or any other Persons acting on their behalf shall, in connection with the operation of the Company’s
and its Subsidiaries’ respective businesses, (1) use any corporate funds for unlawful contributions, payments, gifts or entertainment
or to make any unlawful expenditures relating to political activity to government officials, candidates or members of political
parties or organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures or gifts, or (3) violate
or operate in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic
or foreign laws and regulations, including, without limitation, the FCPA and the Money Laundering Laws.


 


(ii)         The
Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under
this Agreement and its investment in the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere
with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without
limiting the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including
Regulation M thereunder, and any applicable securities laws of any non-U.S. jurisdictions.


 


Section 6.5.          Keeping
of Records and Books of Account; Due Diligence.


 


(i)          The
Company shall keep and cause each Subsidiary to keep adequate records and books of account, in which complete entries shall be
made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and its Subsidiaries, and
in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and
other purposes in connection with its business shall be made. The Company shall maintain a system of internal accounting controls
that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company; and (c) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets
that could have a material effect on the Company’s financial statements (it being acknowledged and agreed that the identification
by the Company and/or its independent registered public accounting firm of any “significant deficiencies” or “material
weaknesses” (each as defined by the Public Company Accounting Oversight Board) in the Company’s internal controls over
its financial reporting shall not, in and of itself, constitute a breach of this Section 6.5(i)).


 


(ii)         Subject
to the requirements of Section 6.16 of this Agreement, from time to time from and after the Closing Date, the Company shall make
available for inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation
reasonably requested by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however,
that after the Closing Date, the Investor’s continued due diligence shall not be a condition to the issuance of any Fixed
Request Notice or the settlement of any Fixed Request.


 



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Section 6.6.          Limitations
on Holdings and Issuances. The Company shall not be obligated to issue and the Investor shall not be obligated to purchase
any shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated
pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed
the Ownership Limitation. Promptly following any request by the Company, the Investor shall inform the Company of the number of
shares of Common Stock then beneficially owned by the Investor and its Affiliates.


 


Section 6.7.          Other
Agreements and Alternate Transactions.


 


(i)          The
Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of
which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform
its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company
to deliver the Shares to the Investor in respect of a Fixed Request on the applicable Settlement Date. For the avoidance of doubt,
nothing in this Section 6.7(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with
Section 8.1 (subject in all cases to Section 8.3).


 


(ii)         If
the Company enters into any agreement, plan, arrangement or transaction with a third party or seeks to utilize any existing agreement,
plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate, at any
time during the period beginning on the first Trading Day of any Pricing Period and ending on the second Trading Day next following
the applicable Settlement Date (the “Reference Period”), an Alternate Transaction that does not constitute
an Acceptable Transaction, the Company shall provide prompt notice thereof (an “Alternate Transaction Notice”)
to the Investor; provided, however, that such Alternate Transaction Notice must be received by the Investor not later
than the earlier of (a) 48 hours after the Company’s execution of any agreement, plan, arrangement or transaction
relating to such Alternate Transaction (or, with respect to any existing agreement, plan or arrangement, 48 hours after the Company
has determined to utilize any such existing agreement, plan or arrangement to implement, effect or consummate such Other Financing)
and (b) the second Trading Day immediately preceding the applicable Settlement Date with respect to the applicable Fixed Request
Notice; provided, further, that the Company shall notify the Investor within 24 hours (an “Aggregation
Notice”) if it enters into any agreement, plan, arrangement or transaction with a third party, the principal purpose
of which is to implement, effect or consummate at any time during the Investment Period an Alternate Transaction that the Company
reasonably believes, upon advice of legal counsel, may be aggregated with the transactions contemplated by the Transaction Documents
for purposes of determining whether approval of the Company’s stockholders is required under any bylaw, listed securities
maintenance standards or other rules of the Trading Market. If required under applicable law, including, without limitation, Regulation
FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall simultaneously
publicly disclose the information included in any Alternate Transaction Notice or any Aggregation Notice, as applicable, in accordance
with Regulation FD and the applicable rules and regulations of the Trading Market. For purposes of this Section 6.7(ii), any press
release issued by, or Commission Document filed by, the Company shall constitute sufficient notice, provided that it is issued
or filed, as the case may be, within the time requirements set forth in the first sentence (including the provisos thereto) of
this Section 6.7(ii) for an Alternate Transaction Notice or an Aggregation Notice, as applicable. With respect to any Reference
Period for which the Company is required to provide an Alternate Transaction Notice pursuant to the first sentence of this Section
6.7(ii), the Investor shall purchase the Shares subject to the applicable Fixed Request at the lower of (x) the price therefor
in accordance with the terms of this Agreement or (y) the third party’s per share purchase price (or exercise or conversion
price, as the case may be) in connection with the Alternate Transaction, net of such third party’s discounts, Warrant Value
and fees.


 



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(iii)        For
all purposes of this Agreement, an “Alternate Transaction” shall mean (w) the issuance of Common Stock
for a purchase price less than, or the issuance of securities convertible into or exchangeable for Common Stock at an exercise
or conversion price (as the case may be) less than, the then Current Market Price of the Common Stock (including, without limitation,
pursuant to any “equity line” or other financing that is substantially similar to the financing provided for under
this Agreement, or pursuant to any other transaction with a Person which is not an Affiliate of the Company in which the purchase,
conversion or exchange price for such Common Stock is determined using a floating discount or other post-issuance adjustable discount
to the then Current Market Price (any transaction described in this parenthetical, a “Similar Financing”)),
in each case, after all fees, discounts, Warrant Value and commissions associated with the transaction (a “Below Market
Offering”); (x) an “at-the-market” offering of Common Stock or securities convertible into or exchangeable
for Common Stock pursuant to Rule 415(a)(4) under the Securities Act (an “ATM”); (y) the implementation
by the Company of any mechanism in respect of any securities convertible into or exchangeable for Common Stock for the reset of
the purchase price of the Common Stock to below the then Current Market Price of the Common Stock (including, without limitation,
any antidilution or similar adjustment provisions in respect of any Company securities, but specifically excluding customary antidilution
adjustments for stock splits, stock dividends, stock combinations, recapitalizations, reclassifications and similar events); or
(z) the issuance of options, warrants or similar rights of subscription or the issuance of convertible equity or debt securities,
in each case not constituting an Acceptable Transaction. For all purposes of this Agreement, an “Acceptable Transaction”
shall mean the issuance by the Company of: (1) debt securities or any class or series of preferred stock of the Company, in each
case that are not convertible into or exchangeable for Common Stock or securities convertible into or exchangeable for Common Stock;
(2) shares of Common Stock or securities convertible into or exchangeable for Common Stock other than in connection with a Below
Market Offering or an ATM, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (3) shares
of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an underwritten public offering
of equity securities of the Company or a registered direct public offering of equity securities of the Company, in each case where
the price per share of such Common Stock (or the conversion or exercise price of such securities, as applicable) is fixed concurrently
with the execution of definitive documentation relating to such offering, and the issuance of shares of Common Stock upon the conversion,
exercise or exchange thereof; (4) shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection
with awards under the Company’s benefit and equity plans and arrangements or shareholder rights plan (as applicable), and
the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (5) shares of Common Stock issuable upon
the conversion, exercise or exchange of equity awards or convertible, exercisable or exchangeable securities outstanding as of
the Closing Date; (6) shares of Common Stock in connection with stock splits, stock dividends, stock combinations, recapitalizations,
reclassifications and similar events; (7) shares of Common Stock or securities convertible into or exercisable or exchangeable
for Common Stock issued in connection with the acquisition, license or sale of one or more other companies, equipment, technologies,
other assets or lines of business, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof;
(8) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or similar rights to
subscribe for the purchase of shares of Common Stock in connection with technology sharing, collaboration, partnering, licensing,
research and joint development agreements (or amendments thereto) with third parties, and the issuance of shares of Common Stock
upon the conversion, exercise or exchange thereof; (9) shares of Common Stock or securities convertible into or exchangeable for
Common Stock to employees, consultants and/or advisors as consideration for services rendered or to be rendered, and the issuance
of shares of Common Stock upon the conversion, exercise or exchange thereof; and (10) shares of Common Stock or securities convertible
into or exchangeable for Common Stock issued in connection with capital or equipment financings and/or real property lease arrangements,
and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof.


 



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Section 6.8.          Corporate
Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of the Company;
provided, however, that, except as provided in Section 6.9, nothing in this Agreement shall be deemed to prohibit
the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section
6.8 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.1 (subject in all
cases to Section 8.3).


 


Section 6.9.          Fundamental
Transaction. If a Fixed Request Notice has been delivered to the Investor and the transactions contemplated therein have
not yet been fully settled in accordance with the terms and conditions of this Agreement, the Company shall not effect any Fundamental
Transaction until the expiration of five Trading Days following the Settlement Date with respect to such Fixed Request Notice.


 


Section 6.10.         Delivery
of Registration Statement and Prospectus; Subsequent Changes. In accordance with the Registration Rights Agreement, the
Company shall deliver or make available to the Investor and its counsel, without charge, an electronic copy of the Registration
Statement, the Prospectus and all amendments and supplements to the Registration Statement or Prospectus that are filed with the
Commission during any period in which a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities
Act) is required by the Securities Act to be delivered in connection with resales of the Registrable Securities, in each case as
soon as reasonably practicable after the filing thereof with the Commission. The Company shall provide the Investor a reasonable
opportunity to comment on a draft of each such document and shall give due consideration to all such comments. The Company consents
to the use of the Prospectus (and of any Prospectus Supplement thereto) in accordance with the provisions of the Securities Act
and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by
the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as the Prospectus
(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered
in connection with resales of the Registrable Securities. If during such period of time any event shall occur that in the reasonable
judgment of the Company and its counsel is required to be set forth in the Registration Statement, the Prospectus or any Prospectus
Supplement or should be set forth therein in order to make the statements made therein (in the case of the Prospectus or any Prospectus
Supplement, in light of the circumstances under which they were made) not misleading, or if it is necessary to amend the Registration
Statement or supplement or amend the Prospectus or any Prospectus Supplement to comply with the Securities Act or any other applicable
law or regulation, the Company shall forthwith (i) notify the Investor to suspend the resale of Registrable Securities during such
period and (ii) prepare and file with the Commission an appropriate amendment to the Registration Statement or Prospectus Supplement
to the Prospectus, and shall expeditiously furnish or make available to the Investor an electronic copy thereof, so as to correct
such statement or omission or effect such compliance.


 



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Section 6.11.         Amendments
to the Registration Statement; Prospectus Supplements. Except as provided in this Agreement and other than periodic reports
required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration
Statement that relates to the Investor, the Transaction Documents or the transactions contemplated thereby or file with the Commission
any Prospectus Supplement that relates to the Investor, the Transaction Documents or the transactions contemplated thereby with
respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration
to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised,
unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities
Act or any other applicable law or regulation, in which case the Company shall promptly so inform the Investor, the Investor shall
be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall
expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel
for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required
to be delivered in connection with any sales of Registrable Securities by the Investor, the Company shall not file any Prospectus
Supplement without delivering or making available a copy of such Prospectus Supplement to the Investor promptly.


 



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Section 6.12.         Stop
Orders. The Company shall notify the Investor as soon as possible (but in no event later than 24 hours), and confirm in
writing, upon its becoming aware of the occurrence of any of the following events in respect of the Registration Statement or related
Prospectus or Prospectus Supplement relating to an offering of Registrable Securities: (i) receipt of any request by the Commission
or any other federal or state governmental authority for any additional information relating to the Registration Statement, the
Prospectus or any Prospectus Supplement, or for any amendment of or supplement to the Registration Statement, the Prospectus, or
any Prospectus Supplement; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any
Prospectus Supplement, or of the suspension of qualification or exemption from qualification of the Shares for offering or sale
in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; and (iii) any event or the
existence of any condition or state of facts, which makes any statement of a material fact made in the Registration Statement,
the Prospectus or any Prospectus Supplement untrue or which requires the making of any additions to or changes to the statements
then made in the Registration Statement, the Prospectus or any Prospectus Supplement in order to state a material fact required
by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus
or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which requires an amendment
to the Registration Statement or a supplement to the Prospectus or any Prospectus Supplement to comply with the Securities Act
or any other law (other than the transactions contemplated by any Fixed Request Notice and the settlement thereof). The Company
shall not be required to disclose to the Investor the substance or specific reasons of any of the events set forth in clauses (i)
through (iii) of the immediately preceding sentence, but rather, shall only be required to disclose that the event has occurred.
The Company shall not issue any Fixed Request during the continuation of any of the foregoing events. If at any time the Commission
or any other federal or state governmental authority shall issue any stop order suspending the effectiveness of the Registration
Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use commercially
reasonable efforts to obtain the withdrawal of such order at the earliest possible time.


 


Section 6.13.         Selling
Restrictions.


 


(i)          Except
as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day
next following the expiration or termination of this Agreement (the “Restricted Period”), neither the
Investor nor any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted
Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall,
directly or indirectly, (x) engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase,
or acquire any right to dispose of or otherwise dispose for value of, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for any shares of Common Stock, or enter into any swap, hedge or other similar agreement that
transfers, in whole or in part, the economic risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly
understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true)
prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated
under Regulation SHO) the Shares; or (2) selling a number of shares of Common Stock equal to the number of Shares that such
Restricted Person is or may be obligated to purchase under a pending Fixed Request Notice but has not yet taken possession
of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such Fixed
Request Notice to the purchaser thereof or the applicable Broker-Dealer; provided, however, such Restricted Person
(or the applicable Broker-Dealer, as applicable) shall not be required to so deliver any such Shares subject to such Fixed Request
Notice if the Company fails for any reason to deliver such Shares to the Investor on the applicable Settlement Date upon the terms
and subject to the provisions of this Agreement.


 


(ii)         In
addition to the foregoing, in connection with any sale of Shares (including any sale permitted by paragraph (i) above), the Investor
shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements
of the Securities Act and the Exchange Act.


 



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Section 6.14.         Effective
Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts to maintain
the continuous effectiveness of the Registration Statement under the Securities Act.


 


Section 6.15.         Blue
Sky. The Company shall take such action, if any, as is necessary in order to obtain an exemption for or to qualify the
Shares for sale to the Investor pursuant to the Transaction Documents, at the reasonable request of the Investor, and the subsequent
resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky” laws
and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.15, (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.


 


Section 6.16.         Non-Public
Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees
or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous public announcement
thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant
by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined
in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to
the Company and (ii) after such notice has been provided to the Company and in addition to any other remedy provided herein or
in the other Transaction Documents, the Investor shall have the right (after giving at least one Trading Day’s prior notice
to the Company of the need to make such disclosure and the Company’s having failed to do so) to make a public disclosure,
in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval
by the Company, any of its Subsidiaries, or any of their respective directors, officers, employees or agents. The Investor shall
not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders
or agents, for any such disclosure.


 


Section 6.17.         Broker/Dealer.
The Investor shall use one or more broker-dealers to effectuate all sales, if any, of Shares that it may purchase or otherwise
acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be unaffiliated with the Investor
and FWG and not then currently engaged or used by the Company (collectively, the “Broker-Dealer”). The
Investor shall, from time to time, provide the Company with all information regarding the Broker-Dealer reasonably requested by
the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not exceed
customary brokerage fees and commissions.


 



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Section 6.18.         Disclosure
Schedule.


 


(i)          The
Company may, from time to time, update the Disclosure Schedule as may be required to satisfy the condition set forth in Section
7.2(i). For purposes of this Section 6.18, any disclosure made in a schedule to the Compliance Certificate substantially in the
form attached hereto as Exhibit D shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in
this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 6.18 shall cure any breach of a representation
or warranty of the Company contained in this Agreement and made prior to the date of the update and shall not affect any of the
Investor’s rights or remedies with respect thereto.


 


(ii)         Notwithstanding
anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained in
any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of
the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is
readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed
to mean that such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such
information and the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth
herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect”
or other similar terms in this Agreement.


 


Article
VII

CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND

PURCHASE OF THE SHARES


 


Section 7.1.          Conditions
Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 7.1.


 


(i)          Accuracy
of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in
this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects as of
the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”
shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date,
in which case, such representations and warranties shall be true and correct as of such other date.


 


(ii)         Accuracy
of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this
Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct
in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date,
in which case, such representations and warranties shall be true and correct in all material respects as of such other date and
(b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as
of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct as of such other date.


 


(iii)        Payment
of Document Preparation Fee. On or prior to the Closing Date, the Company shall have paid by wire transfer of immediately
available funds to an account designated by the Investor’s counsel, the Document Preparation Fee in accordance with Section
10.1(i) hereof, all of which fees shall be non-refundable regardless of whether any Fixed Requests are issued by the Company or
settled hereunder.


 



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(iv)        Closing
Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed
by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of
this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) an opinion of outside
counsel to the Company, dated the Closing Date, in the form mutually agreed to by the parties hereto, (b) a certificate from the
Company, dated the Closing Date, in the form of Exhibit C hereto, and (c) a copy of the Placement Agent Engagement Letter
executed by each of the parties thereto.


 


Section 7.2.          Conditions
Precedent to a Fixed Request. The right of the Company to deliver a Fixed Request Notice and the obligation of the Investor
to accept a Fixed Request Notice and to acquire and pay for the Shares in accordance therewith is subject to the satisfaction,
at each Fixed Request Exercise Date and at each Settlement Date (except as otherwise expressly set forth below), of each of the
conditions set forth in this Section 7.2.


 


(i)          Accuracy
of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this
Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true
and correct in all material respects when made and shall be true and correct in all material respects as of the applicable Fixed
Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except to the
extent such representations and warranties are as of another date, in which case, such representations and warranties shall be
true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or
“Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the applicable
Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except
to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall
be true and correct as of such other date.


 


(ii)         Performance
of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by
the Company at or prior to the applicable Fixed Request Exercise Date and the applicable Settlement Date. The Company shall have
delivered to the Investor on the applicable Settlement Date the Compliance Certificate substantially in the form attached hereto
as Exhibit D.


 


(iii)        Registration
Statement Effective. The Registration Statement covering the resale by the Investor of the Registrable Securities shall
have been declared effective under the Securities Act by the Commission and shall remain effective, and the Investor shall be permitted
to utilize the Prospectus therein to resell (a) all of the Shares issued pursuant to all prior Fixed Request Notices and (b) all
of the Shares issuable pursuant to the applicable Fixed Request Notice.


 



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(iv)        No
Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the
Commission or any other federal or state governmental authority for any additional information relating to the Registration Statement,
the Prospectus or any Prospectus Supplement, or for any amendment of or supplement to the Registration Statement, the Prospectus,
or any Prospectus Supplement; (b) the issuance by the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any
Prospectus Supplement, or of the suspension of qualification or exemption from qualification of the Shares for offering or sale
in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of
any event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Registration
Statement, the Prospectus or any Prospectus Supplement untrue or which requires the making of any additions to or changes to the
statements then made in the Registration Statement, the Prospectus or any Prospectus Supplement in order to state a material fact
required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case
of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which
requires an amendment to the Registration Statement or a supplement to the Prospectus or any Prospectus Supplement to comply with
the Securities Act or any other law (other than the transactions contemplated by the applicable Fixed Request Notice and the settlement
thereof). The Company shall have no Knowledge of any event that could reasonably be expected to have the effect of causing the
suspension of the effectiveness of the Registration Statement or the prohibition or suspension of the use of the Prospectus or
any Prospectus Supplement in connection with the resale of the Registrable Securities by the Investor.


 


(v)         Other
Commission Filings. The Current Report and the Form D shall have been filed with the Commission as required pursuant to
Section 2.3, and the final Prospectus and all other Prospectus Supplements required to have been filed with the Commission pursuant
to Section 2.3 and pursuant to the Registration Rights Agreement shall have been filed with the Commission in accordance with Section
2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents
required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including
all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, shall have been filed with the
Commission and, if any Registrable Securities are covered by a Registration Statement on Form S-3, such filings shall have been
made within the applicable time period prescribed for such filing under the Exchange Act.


 


(vi)        No
Suspension of Trading in or Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by the
Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company,
which suspension shall be terminated prior to the applicable Fixed Request Exercise Date and the applicable Settlement Date), the
Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading
Market shall be terminated on a date certain (unless, prior to such date certain, the Common Stock is listed or quoted on any other
Trading Market), and, at any time prior to the applicable Fixed Request Exercise Date and applicable Settlement Date, trading in
securities generally as reported on the Trading Market shall not have been suspended or limited, nor shall a banking moratorium
have been declared either by the U.S. or New York State authorities, nor shall there have occurred any material outbreak or escalation
of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse
change in, any financial, credit or securities market.


 



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(vii)       Compliance
with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations
and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents
to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation,
the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky”
laws for the offer and sale of the Shares by the Company to the Investor and the subsequent resale of the Registrable Securities
by the Investor (or shall have the availability of exemptions therefrom).


 


(viii)      No
Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or
which would materially modify or delay any of the transactions contemplated by the Transaction Documents.


 


(ix)         No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall
have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened,
against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking
to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection
with such transactions.


 


(x)          Aggregate
Limit. The issuance and sale of the Shares issuable pursuant to such Fixed Request Notice shall not violate Sections 3.2,
3.10, 3.11 and 6.6 hereof.


 


(xi)         Shares
Authorized and Delivered. The Shares issuable pursuant to such Fixed Request Notice shall have been duly authorized by
all necessary corporate action of the Company. The Company shall have delivered all Shares relating to all prior Fixed Request
Notices, as applicable.


 


(xii)        Listing
of Shares. All of the Shares that may be issued pursuant to this Agreement shall have been approved for listing or quotation
on the Trading Market, subject only to notice of issuance.


 


(xiii)       No
Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall
have occurred and be continuing.


 


(xiv)      Opinion
of Counsel; Bring-Down. Prior to the first Fixed Request Exercise Date, the Investor shall have received an opinion from
outside counsel to the Company, in the form mutually agreed to by the parties hereto. On each Settlement Date, the Investor shall
have received an opinion “bring down” from outside counsel to the Company, dated the applicable Settlement Date, in
the form mutually agreed to by the parties hereto.


 



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Article
VIII


TERMINATION


 


Section 8.1.          Termination.
Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earlier to occur of
(i) the first day of the month next following the 24-month anniversary of the Effective Date (it being hereby acknowledged and
agreed that such term may not be extended by the parties hereto) and (ii) the date on which the Investor shall have purchased or
acquired shares of Common Stock pursuant to this Agreement equal to the Aggregate Limit. Subject to Section 8.3, the Company may
terminate this Agreement effective upon one Trading Day’s prior written notice to the Investor in accordance with Section
10.4; provided, however, that (A) the Company shall have paid all fees and amounts to the Investor’s counsel,
pursuant to Section 10.1 of this Agreement, prior to such termination, and (B) prior to issuing any press release, or making any
public statement or announcement, with respect to such termination, the Company shall consult with the Investor and shall obtain
the Investor’s consent to the form and substance of such press release or other disclosure, which consent shall not be unreasonably
delayed or withheld. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the
parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent.


 


Section 8.2.          Other
Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading
Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts
or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement,
plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement
with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment
Period a Similar Financing; (iii) a Fundamental Transaction shall have occurred; (iv) the Registration Statement is not filed by
the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined
in the Registration Rights Agreement), or the Company is otherwise in breach or default in any material respect under any of the
other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such
failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to
the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the
terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration
Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the
Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities
in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20
consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the
Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume
or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended
or the Common Stock shall have failed to be listed or quoted on a Trading Market, and such suspension or failure continues for
a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period; (vii) the Company
has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company
is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default
is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4.
Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance
with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required
under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules
and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and
the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately
preceding sentence.


 



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Section 8.3.          Effect
of Termination. In the event of termination by the Company or the Investor pursuant to Section 8.1 or 8.2, as applicable,
written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated
by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section
8.1 or 8.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article
V (Representations and Warranties of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII
(Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor
owns any Shares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full
force and notwithstanding such termination for a period of six months following such termination. Notwithstanding anything in this
Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading
Day immediately following the Settlement Date related to any pending Fixed Request Notice that has not been fully settled in accordance
with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement
shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations
under the Transaction Documents with respect to any pending Fixed Request, and that the parties shall fully perform their respective
obligations with respect to any such pending Fixed Request under the Transaction Documents, provided all of the conditions
to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect
the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive
any such termination, or (iii) affect any cash fees paid to the Investor or its counsel pursuant to Section 10.1, in each case
all of which fees shall be non-refundable regardless of whether any Fixed Requests are issued by the Company or settled hereunder.
Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default
under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and
the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is
a party.


 



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Article
IX

INDEMNIFICATION


 


Section 9.1.          Indemnification
of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares
hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party,
subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, each of its directors,
officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any,
who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the
respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) of such controlling Persons (each, an “Investor Party”), from and against all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement, court costs,
reasonable attorneys’ fees and costs of defense and investigation) (collectively, “Damages”) that
any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents to which it is a party or (b)
any action, suit, claim or proceeding (including for these purposes a derivative action brought on behalf of the Company) instituted
against such Investor Party arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction
Documents, other than claims for indemnification within the scope of Section 6 of the Registration Rights Agreement; provided,
however, that (x) the foregoing indemnity shall not apply to any Damages to the extent, but only to the extent, that such
Damages resulted directly and primarily from a breach of any of the Investor’s representations, warranties, covenants or
agreements contained in this Agreement or the Registration Rights Agreement, and (y) the Company shall not be liable under subsection
(b) of this Section 9.1 to the extent, but only to the extent, that a court of competent jurisdiction shall have determined by
a final judgment (from which no further appeals are available) that such Damages resulted directly and primarily from any acts
or failures to act, undertaken or omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence, or
willful or reckless misconduct.


 


The Company shall reimburse
any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs
and expenses reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at
law or in equity, to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any action,
suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section
9.1; provided that the Investor shall promptly reimburse the Company for all such legal and other costs and expenses to
the extent a court of competent jurisdiction determines that any Investor Party was not entitled to such reimbursement.


 



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An Investor Party’s
right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company
set forth in the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor Party.
Such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an
Investor Party knew or should have known that any representation or warranty might be inaccurate or that the Company failed to
comply with any agreement or covenant. Any investigation by such Investor Party shall be for its own protection only and shall
not affect or impair any right or remedy hereunder.


 


To the extent that
the foregoing undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under applicable law.


 


Section 9.2.          Indemnification
Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the
Investor Party intends to seek indemnification under Section 9.1, the Investor Party will notify the Company in writing of the
claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the Company will
not relieve the Company from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure
to give notice. The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which
indemnification is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against
whom the claim or action is brought, the Company may (but will not be required to) assume the defense against the claim, action,
suit or proceeding with counsel satisfactory to it. After the Company notifies the Investor Party that the Company wishes to assume
the defense of a claim, action, suit or proceeding, the Company will not be liable for any further legal or other expenses incurred
by the Investor Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion
of counsel to the Investor Party, it would be inappropriate under the applicable rules of professional responsibility for the same
counsel to represent both the Company and such Investor Party. In such event, the Company will pay the reasonable fees and expenses
of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred. Each Investor
Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the
Company in the defense of any action or claim as to which indemnification is sought. The Company will not be liable for any settlement
of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
The Company will not, without the prior written consent of the Investor Party, effect any settlement of a pending or threatened
action with respect to which an Investor Party is, or is informed that it may be, made a party and for which it would be entitled
to indemnification, unless the settlement includes an unconditional release of the Investor Party from all liability and claims
which are the subject matter of the pending or threatened action.


 


The remedies provided
for in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor
Party at law or in equity.


 



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Article
X

MISCELLANEOUS


 


Section 10.1.          Fees
and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement;
provided, however, that the Company shall have paid on or prior to the Closing Date by wire transfer of immediately
available funds to an account designated by the Investor’s counsel, a non-accountable and non-refundable document preparation
fee of up to $40,000, exclusive of disbursements and out-of-pocket expenses (the “Document Preparation Fee”),
in connection with the preparation, negotiation, execution and delivery of the Transaction Documents and legal due diligence of
the Company. For the avoidance of doubt, the Document Preparation Fee shall be non-refundable, regardless of whether any Fixed
Requests are issued by the Company or settled hereunder. The Company shall pay all U.S. federal, state and local stamp and other
similar transfer and other taxes and duties levied in connection with issuance of the Shares pursuant hereto.


 


Section 10.2.          Specific
Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.


 


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


 


(ii)         Each
of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts
of the United States sitting in the State of New York for the purposes of any suit, action or proceeding arising out of or relating
to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum
or that the venue of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
in this Section 10.2 shall affect or limit any right to serve process in any other manner permitted by law.


 


(iii)        EACH
OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.


 



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Section 10.3.          Entire
Agreement; Amendment. The Transaction Documents set forth the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the
parties, both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties
by either party relative to subject matter hereof not expressly set forth in the Transaction Documents. No provision of this Agreement
may be amended by the parties from and after the date that is one Trading Day immediately preceding the initial filing of the Registration
Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be amended other
than by a written instrument signed by both parties hereto. The Disclosure Schedule and all exhibits to this Agreement are hereby
incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.


 


Section 10.4.          Notices.
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and
shall be effective (a) upon hand delivery or facsimile (with facsimile machine confirmation of delivery received) at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or
the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The address for such communications
shall be:


 


If to the Company:


 


Globalstar, Inc.

300 Holiday Square Blvd.

Covington, Louisiana 70433

Telephone Number: (985) 335-1500

Fax: (985) 335-1900

Attention: James Monroe III


 


With a copy (which
shall not constitute notice) to:


 


Taft Stettinius & Hollister LLP

425 Walnut Street, Suite 1800

Cincinnati, Ohio 45202

Telephone Number: (513) 357-9670

Fax: (513) 381-0205

Attention: Gerald S. Greenberg


 



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If to the Investor:


 


Terrapin Opportunity, L.P.

4th Floor, Rodus Building


P.O. Box 765

Road Town, Tortola


British Virgin Islands

Telephone Number: (284) 494-8086

Fax: (284) 494-9474

Attention: Peter W. Poole


 


With a copy (which
shall not constitute notice) to:


 


Greenberg Traurig, LLP

The MetLife Building

200 Park Avenue

New York, NY 10166

Telephone Number: (212) 801-9200

Fax: (212) 801-6400

Attention: Anthony J. Marsico


 


Either party hereto may from time to time
change its address for notices by giving at least 10 days advance written notice of such changed address to the other party hereto.


 


Section 10.5.          Waivers.
No provision of this Agreement may be waived by the parties from and after the date that is one Trading Day immediately preceding
the initial filing of the Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision
of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver
is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any
other right, power or privilege.


 


Section 10.6.          Headings.
The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly
indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms
thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


Section 10.7.          Construction.
The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference to share
prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for any stock splits, stock combinations,
stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement. Any reference
in this Agreement to “Dollars” or “$” shall mean the lawful currency of the United States of America.


 



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Section 10.8.          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. The Company may not assign this Agreement or any rights or obligations hereunder to any Person without the prior written
consent of the Investor, which may be withheld or delayed in the Investor’s sole discretion, including by any Fundamental
Transaction. The Investor may not assign its rights or obligations under this Agreement.


 


Section 10.9.          No
Third Party Beneficiaries. Except as expressly provided in Article IX, this Agreement is intended only for the benefit
of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


 


Section 10.10.         Governing
Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws
of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application
of the laws of any other jurisdiction.


 


Section 10.11.         Survival.
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive
the execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions
of Article V (Representations and Warranties of the Company), Article VIII (Termination), Article IX (Indemnification) and this
Article X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long
as the Investor owns any Shares, the covenants and agreements of the Company contained in Article VI (Additional Covenants), shall
remain in full force and effect notwithstanding such termination for a period of six months following such termination.


 


Section 10.12.         Counterparts.
This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same original and binding
instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto,
it being understood that all parties hereto need not sign the same counterpart. In the event any signature is delivered by facsimile,
digital or electronic transmission, such transmission shall constitute delivery of the manually executed original and the party
using such means of delivery shall thereafter cause four additional executed signature pages to be physically delivered to the
other parties within five days of the execution and delivery hereof. Failure to provide or delay in the delivery of such additional
executed signature pages shall not adversely affect the efficacy of the original delivery.


 



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Section 10.13.         Publicity.
The Investor shall have the right to approve, prior to issuance or filing, any press release, Commission filing or any other public
disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction
Documents or the transactions contemplated thereby; provided, however, that except as otherwise provided in this
Agreement, the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public
disclosure (including any filings with the Commission) with respect thereto as is required by applicable law and regulations (including
the regulations of the Trading Market), so long as prior to making any such press release or other public disclosure, if reasonably
practicable, the Company and its counsel shall have provided the Investor and its counsel with a reasonable opportunity to review
and comment upon, and shall have consulted with the Investor and its counsel on the form and substance of, such press release or
other disclosure. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i) contained
in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for
review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure that does not reference
the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby.


 


Section 10.14.         Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or
part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible.


 


Section 10.15.         Further
Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the
Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to
confirm and carry out and to effectuate fully the intent and purposes of this Agreement.


 


[Signature Page Follows]


 



    	47



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above
written.


 


	 	GLOBALSTAR, INC.:
	 	 	 
	 	By:	/s/ James Monroe III
	 	Name: James Monroe III
	 	Title: CEO
	 	 	 
	 	TERRAPIN OPPORTUNITY, L.P.:
	 	 	 
	 	By:	/s/ Peter Poole
	 	Name: Peter Poole
	 	Title: For General Partner


 



    	48



    	 



    

 


ANNEX
I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS


 


“Acceptable
Transaction” shall have the meaning assigned to such term in Section 6.7(iii) hereof.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with a Person, as such terms are used in and construed under Rule 144. With respect to the Investor, without limitation,
any Person owning, owned by, or under common ownership with the Investor, and any investment fund or managed account that is managed
on a discretionary basis by the same investment manager as the Investor will be deemed to be an Affiliate.


 


“Aggregate
Limit” shall have the meaning assigned to such term in Section 2.1 hereof.


 


“Aggregation
Notice” shall have the meaning assigned to such term in Section 6.7(ii) hereof.


 


“Agreement”
shall have the meaning assigned to such term in the preamble hereof.


 


“Alternate
Transaction” shall have the meaning assigned to such term in Section 6.7(iii) hereof.


 


“Alternate
Transaction Notice” shall have the meaning assigned to such term in Section 6.7(ii) hereof.


 


“Alternative
Fixed Amount Requested” shall have the meaning assigned to such term in Section 3.2 hereof.


 


“Announcement
Date” shall have the meaning assigned to such term in Section 3.11 hereof.


 


“ATM”
shall have the meaning assigned to such term in Section 6.7(iii) hereof.


 


“Below
Market Offering” shall have the meaning assigned to such term in Section 6.7(iii) hereof.


 


“Blackout
Period” shall have the meaning assigned to such term in Section 3.11 hereof.


 


“Broker-Dealer”
shall have the meaning assigned to such term in Section 6.17 hereof.


 


“Bylaws”
shall have the meaning assigned to such term in Section 5.3 hereof.


 


“Charter”
shall have the meaning assigned to such term in Section 5.3 hereof.


 


“Closing”
shall have the meaning assigned to such term in Section 2.2 hereof.


 


“Closing
Date” means the date of this Agreement.


 



    	i



    	 



    

 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


“Commission
Documents” shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents
filed with or furnished to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including
all material filed or furnished pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since December 31, 2011, including,
without limitation, the Annual Report on Form 10-K filed by the Company for its fiscal year ended December 31, 2011 (as amended
by the Form 10-K/A filed by the Company on June 25, 2012, the “2011 Form 10-K”), and which hereafter
shall be filed with or furnished to the Commission by the Company, including, without limitation, the Current Report, (2) the Registration
Statement, as the same may be amended from time to time, the Prospectus and each Prospectus Supplement and (3) all information
contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.


 


“Common
Stock” shall have the meaning assigned to such term in the recitals hereof.


 


“Company”
shall have the meaning assigned to such term in the preamble hereof.


 


“Current
Market Price” means, with respect to any particular measurement date, the closing price of a share of Common Stock
as reported on the Trading Market for the Trading Day immediately preceding such measurement date.


 


“Current
Report” shall have the meaning assigned to such term in Section 2.3 hereof.


 


“Damages”
shall have the meaning assigned to such term in Section 9.1 hereof.


 


“Disclosure
Schedule” shall have the meaning assigned to such term in the preamble to Article V hereof.


 


“Discount
Price” shall have the meaning assigned to such term in Section 3.2 hereof.


 


“Document
Preparation Fee” shall have the meaning assigned to such term in Section 10.1 hereof.


 


“DTC”
means The Depository Trust Company, or any successor thereto.


 


“Earnings
Announcement” shall have the meaning assigned to such term in Section 3.11 hereof.


 


“Earnings
8-K” shall have the meaning assigned to such term in Section 3.11 hereof.


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 



    	ii



    	 



    

 


“Effective
Date” means the first Trading Day immediately following the date on which the initial Registration Statement filed
pursuant to Section 2(a) of the Registration Rights Agreement is declared effective by the Commission.


 


“Environmental
Laws” shall have the meaning assigned to such term in Section 5.18 hereof.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


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


 


“FCPA”
shall have the meaning assigned to such term in Section 5.36 hereof.


 


“Filing
Time” shall have the meaning assigned to such term in Section 3.11 hereof.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Fixed
Amount Requested” shall mean the specific dollar amount of a Fixed Request requested by the Company in a Fixed Request
Notice delivered pursuant to Sections 3.1 and 3.2 hereof (assuming the Alternative Fixed Amount Requested is not then applicable
to such Fixed Request).


 


“Fixed
Request” means the transactions contemplated in Article III of this Agreement with respect to any Fixed Request Notice
delivered by the Company in accordance with Article III of this Agreement.


 


“Fixed
Request Amount” means the actual amount of proceeds received by the Company pursuant to a Fixed Request under this
Agreement.


 


“Fixed
Request Exercise Date” shall have the meaning assigned to such term in Section 3.2 hereof.


 


“Fixed
Request Notice” shall have the meaning assigned to such term in Section 3.1 hereof.


 


“Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders
of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50%
of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey
or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action
to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated
or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or
(5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these
terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Stock.


 



    	iii



    	 



    

 


“FWG”
shall have the meaning assigned to such term in Section 5.15 hereof.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America as applied by the Company.


 


“Governmental
Licenses” shall have the meaning assigned to such term in Section 5.17 hereof.


 


“Indebtedness”
shall have the meaning assigned to such term in Section 5.11 hereof.


 


“Intellectual
Property” shall have the meaning assigned to such term in Section 5.17(b) hereof.


 


“Investment
Period” means the period commencing on the Effective Date and expiring on the date this Agreement is terminated pursuant
to Article VIII hereof.


 


“Investor”
shall have the meaning assigned to such term in the preamble hereof.


 


“Investor
Party” shall have the meaning assigned to such term in Section 9.1 hereof.


 


“Knowledge”
means the actual knowledge of the Company’s Chief Executive Officer or Chief Financial Officer, after reasonable inquiry
of all officers, directors and employees of the Company who could reasonably be expected to have knowledge or information with
respect to the matter in question.


 


“Make Whole
Amount” shall have the meaning assigned to such term in Section 3.9 hereof.


 



    	iv



    	 



    

 


“Material
Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can
be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents
or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably
can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that
is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of
facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with
or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party;
provided, however, that none of the following, individually or in the aggregate, shall be taken into account in determining
whether a Material Adverse Effect has occurred or insofar as reasonably can be foreseen would likely occur: (a) changes in
conditions in the U.S. or global capital, credit or financial markets generally, including changes in the availability of capital
or currency exchange rates, provided such changes shall not have affected the Company in a materially disproportionate manner as
compared to other similarly situated companies; (b) changes generally affecting the mobile satellite services sector of the
global communications industry, provided such changes shall not have affected the Company in a materially disproportionate manner
as compared to other similarly situated companies; (c) any effect of the announcement of, or the consummation of the transactions
contemplated by, this Agreement and the other Transaction Documents on the Company’s relationships, contractual or otherwise,
with customers, suppliers, vendors, bank lenders, strategic venture partners or employees; and (d) the receipt of any notice that
the Common Stock may be ineligible to continue listing or quotation on the Trading Market, other than a final and non-appealable
notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior
to such date certain, the Common Stock is listed or quoted on any other Trading Market).


 


“Material
Agreements” shall have the meaning assigned to such term in Section 5.19 hereof.


 


“Maximum
Fixed Amount Requested” shall have the meaning assigned to such term in Section 3.2 hereof.


 


“Money
Laundering Laws” shall have the meaning assigned to such term in Section 5.37 hereof.


 


“Multiplier”
shall have the meaning assigned to such term in Section 3.3(a) hereof.


 


“OFAC”
shall have the meaning assigned to such term in Section 5.38 hereof.


 


“Ownership
Limitation” shall have the meaning assigned to such term in Section 3.10 hereof.


 


“Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability
company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


“Placement
Agent Engagement Letter” shall have the meaning assigned to such term in Section 5.15 hereof.


 


“Plan”
shall have the meaning assigned to such term in Section 5.24 hereof.


 


“Press
Release” shall have the meaning assigned to such term in Section 2.3 hereof.


 



    	v



    	 



    

 


“Pricing
Period” shall mean, with respect to each Fixed Request, a period of 10 consecutive Trading Days commencing on the
Pricing Period start date set forth in the Fixed Request Notice, or such shorter period of Trading Days as determined in accordance
with Section 3.8.


 


“Prospectus”
means the prospectus in the form included in the Registration Statement, as supplemented from time to time by any Prospectus Supplement,
including the documents incorporated by reference therein.


 


“Prospectus
Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant
to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.


 


“Reduction
Notice” shall have the meaning assigned to such term in Section 3.8(a) hereof.


 


“Reference
Period” shall have the meaning assigned to such term in Section 6.7(ii) hereof.


 


“Registrable
Securities” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Registration
Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.


 


“Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Regulation
D” shall have the meaning assigned to such term in the recitals hereof.


 


“Restricted
Period” shall have the meaning assigned to such term in Section 6.13(i) hereof.


 


“Restricted
Person” shall have the meaning assigned to such term in Section 6.13(i) hereof.


 


“Restricted
Persons” shall have the meaning assigned to such term in Section 6.13(i) hereof.


 


“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.


 


“Section
4(a)(2)” shall have the meaning assigned to such term in the recitals hereof.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


“Settlement
Date” shall have the meaning assigned to such term in Section 3.7 hereof.


 



    	vi



    	 



    

 


“Shares”
shall mean the shares of Common Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or
more Fixed Requests.


 


“Short
Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act.


 


“Significant
Subsidiary” means any Subsidiary of the Company that would constitute a Significant Subsidiary of the Company within
the meaning of Rule 1-02 of Regulation S-X of the Commission.


 


“Similar
Financing” shall have the meaning assigned to such term in Section 6.7(iii) hereof.


 


“SOXA”
shall mean the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission thereunder.


 


“Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary
voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly
by the Company and/or any of its other Subsidiaries.


 


“Threshold
Price” is the lowest price at which the Company may sell Shares during the applicable Pricing Period as set forth
in a Fixed Request Notice (not taking into account the applicable percentage discount during such Pricing Period determined in
accordance with Section 3.2); provided, however, that at no time shall the Threshold Price be lower than $0.10 per
share.


 


“Total
Commitment” shall have the meaning assigned to such term in Section 2.1 hereof.


 


“Trading
Day” shall mean a full trading day (beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York
City time) on the Trading Market.


 


“Trading
Market” means the NASDAQ Capital Market, the NASDAQ Global Select Market, the NASDAQ Global Market, the New York
Stock Exchange, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or the OTCQB operated by OTC Markets Group Inc.
(or any successors to any of the foregoing), whichever is at the time the principal trading exchange or market for the Common Stock.


 


“Transaction
Documents” means, collectively, this Agreement (as qualified by the Disclosure Schedule) and the exhibits hereto,
the Registration Rights Agreement and each of the other agreements, documents, certificates and instruments entered into or furnished
by the parties hereto in connection with the transactions contemplated hereby and thereby.


 


“VWAP”
means the volume weighted average price (the aggregate sales price of all trades of Common Stock during a Trading Day divided by
the total number of shares of Common Stock traded during such Trading Day) of the Common Stock during any Trading Day as reported
by Bloomberg L.P. using the AQR function.


 



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“Warrant
Value” shall mean the fair value of all warrants, options and other similar rights issued to a third party in connection
with an Alternate Transaction, determined by using a standard Black-Scholes option-pricing model using a reasonable and appropriate
expected volatility percentage based on applicable volatility data from an investment banking firm of nationally recognized reputation.


 



    	viii



    	 



    

 


EXHIBIT
A TO THE

COMMON STOCK PURCHASE AGREEMENT

FORM OF REGISTRATION RIGHTS AGREEMENT


 



    	 



    	 



    

 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2012, is by and between Globalstar,
Inc., a Delaware corporation (the “Company”), and Terrapin Opportunity, L.P., a limited partnership organized
under the laws of the British Virgin Islands (the “Investor”).


 


RECITALS


 


A.           The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $30,000,000 of newly
issued shares of the Company’s common stock, $0.0001 par value (“Common Stock”), as provided for
therein.


 


B.           Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute
and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect
to the Registrable Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises, the representations, warranties, covenants and agreements contained herein and in the Purchase
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending
to be legally bound hereby, the Company and the Investor hereby agree as follows:


 


1.            Definitions.


 


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


 


(a)          “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are
authorized or required by law to remain closed.


 


(b)          “Closing
Date” shall mean the date of this Agreement.


 


(c)          “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 



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(d)          “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed to pursuant to Section
2(a), the earlier of (A) the 120th calendar day after the Closing Date (or the 180th calendar day after the
Closing Date if such Registration Statement is subject to review by the SEC) and (B) the fifth Business Day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review and (ii) with respect to any additional Registration Statements that may be required to
be filed by the Company pursuant to this Agreement, the earlier of (A) the 120th calendar day following the date on
which the Company was required to file such additional Registration Statement (or the 180th calendar day after such
date if such Registration Statement is subject to review by the SEC) and (B) the fifth Business Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will
not be subject to further review.


 


(e)          “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed to pursuant to Section
2(a), the 60th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that may be
required to be filed by the Company pursuant to this Agreement, the later of (A) the 60th calendar day following the
sale of substantially all of the Registrable Securities included in the initial Registration Statement or the most recent prior
additional Registration Statement, as applicable, and (B) six months following the Effective Date of the initial Registration Statement
or the most recent prior additional Registration Statement, as applicable, or such earlier date as permitted by the SEC.


 


(f)          “Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability
company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


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


 


(h)          “Registrable
Securities” means (i) all of the Shares and (ii) any capital stock of the Company issued or issuable with respect
to such Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock
are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common Stock are converted
or exchanged.


 


(i)          “Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act
covering the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be
amended and supplemented from time to time (including pursuant to Rule 462(b) under the Securities Act), including all documents
filed as part thereof or incorporated by reference therein.


 


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


 


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


 



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(l)          “SEC”
means the U.S. Securities and Exchange Commission or any successor entity.


 


2.            Registration.


 


(a)          Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC an initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor and Legal Counsel,
covering the resale by the Investor of Registrable Securities in an amount equal to 39,500,000 shares of Common Stock. Such initial
Registration Statement shall contain (except if otherwise directed by the Investor) the “Selling Stockholder”
and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company
shall use its commercially reasonable efforts to have such initial Registration Statement, and each other Registration Statement
required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later
than the applicable Effectiveness Deadline.


 


(b)          Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee,
solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Greenberg
Traurig, LLP or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase
Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal
Counsel incurred in connection with the transactions contemplated hereby.


 


(c)          Reserved.


 


(d)          Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the initial Registration Statement
filed pursuant to Section 2(a) as a result of Section 2(h) or otherwise, the Company shall file with the SEC one or more additional
Registration Statements (on the short form available therefor, if applicable), so as to cover all of the Registrable Securities
not covered by such initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position
with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in
no event later than the applicable Filing Deadline for such additional Registration Statement(s). The Company shall use its commercially
reasonable efforts to cause such additional Registration Statement(s) to become effective as soon as practicable following the
filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.


 



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(e)          Piggyback
Registrations. Without limiting any of the Company’s obligations hereunder or under the Purchase Agreement,
if there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine
to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans),
then the Company shall deliver to the Investor a written notice of such determination and, if within five (5) days after the date
of the delivery of such notice, the Investor shall so request in writing, the Company shall include in such registration statement
all or any part of such Registrable Securities the offer and sale of which the Investor requests to be registered; provided,
however, the Company shall not be required to register the offer and sale of any Registrable Securities pursuant to this
Section 2(e) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the
subject of a then-effective Registration Statement.


 


(f)          No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement pursuant to Section 2(a) or 2(d) without the prior written consent of the Investor. Subject to the
proviso in Section 2(e), in connection with any offering involving an underwriting of shares, the Company shall not be required
under this Section 2 or otherwise to include the Registrable Securities of any Investor therein unless such Investor accepts and
agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters
selected by the Company.


 


(g)          Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement
to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing
market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the initial
Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce
the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number
of Registrable Securities to be included in such initial Registration Statement (with the prior consent of the Investor and Legal
Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit
such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary,
if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such
Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule
415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall
not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later
than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness
Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or
the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized
(unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable
to Legal Counsel that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In
the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration
Statements in accordance with Section 2(d) until such time as all Registrable Securities have been included in Registration Statements
that have been declared effective and the prospectus contained therein is available for use by the Investor.


 



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3.            Related
Obligations.


 


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


 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities (but in
no event later than the applicable Filing Deadline) and use its commercially reasonable efforts to cause such Registration Statement
to become effective as soon as practicable after such filing (but in no event later than the applicable Effectiveness Deadline).
Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained
therein available for use) pursuant to Rule 415 for resales by the Investor on a delayed or continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earlier of (i) the date as of which the Investor may sell all of the
Registrable Securities required to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(g))
without restriction pursuant to Rule 144 and without the need for current public information as required by Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) and (ii) the date on which the Investor shall have sold all of the Registrable Securities covered
by such Registration Statement (the “Registration Period”). Notwithstanding anything to the contrary
contained in this Agreement (but subject to the provisions of Section 3(q) hereof), the Company shall ensure that, when filed and
at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto)
and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration
Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. The Company shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the
Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further
comments on a particular Registration Statement (as the case may be) and (ii) the approval of Legal Counsel is obtained pursuant
to Section 3(c) (which approval shall be promptly sought), a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than forty-eight (48) hours after the submission of such request.


 



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(b)          Subject
to Section 3(q) of this Agreement, the Company shall prepare and file with the SEC such amendments (including,
without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in
connection with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep each such Registration Statement effective (and the prospectus contained therein current and available
for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. Without
limiting the generality of the foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time)
on the Trading Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b)
under the Securities Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement,
and (ii) if the transactions contemplated by any Fixed Request (as defined in the Purchase Agreement) are material to the Company
(individually or collectively with all other prior Fixed Requests, the consummation of which have not previously been reported
in any prospectus supplement filed with the SEC under Rule 424(b) under the Securities Act or in any periodic report filed by the
Company with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or
if otherwise required under the Securities Act, in each case as reasonably determined by the Company or the Investor, then, on
the first Trading Day immediately following the last Trading Day of the Pricing Period with respect to such Fixed Request, the
Company shall file with the SEC a prospectus supplement pursuant to Rule 424(b) under the Securities Act with respect to
the applicable Fixed Request(s), disclosing the total Fixed Amount Requested or the Alternative Fixed Amount Requested (as applicable)
pursuant to such Fixed Request(s), the total number of Shares that have been (or are to be) issued and sold to the Investor pursuant
to such Fixed Request(s), the total purchase price for the Shares subject to such Fixed Request(s), the applicable Discount Price(s)
for such Shares and the net proceeds that have been (or are to be) received by the Company from the sale of such Shares. To the
extent not previously disclosed in the prospectus or a prospectus supplement, the Company shall disclose in its Quarterly Reports
on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately preceding sentence relating to
any Fixed Request(s) consummated during the relevant fiscal quarter. In the case of amendments and supplements to any Registration
Statement or prospectus which are required to be filed pursuant to this Agreement (including, without
limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K
or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration
Statement and prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement or prospectus
with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or
supplement such Registration Statement or prospectus, for the purpose of including or incorporating such report into such Registration
Statement and prospectus. The Company consents to the use of the prospectus (including, without limitation, any supplement thereto)
included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue
Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale
of the Registrable Securities and for such period of time thereafter as such prospectus (including, without limitation, any supplement
thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act
to be delivered in connection with resales of Registrable Securities.


 



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(c)          The
Company shall (A) permit Legal Counsel to review and comment upon (i) each Registration Statement at least five (5) Business Days
prior to its filing with the SEC (or such shorter period as may be agreed to by the Investor and Legal Counsel) and (ii) all amendments
and supplements to each Registration Statement (including, without limitation, the prospectus contained therein) (except for Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or prospectus
supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their
filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto or to any prospectus contained
therein in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior consent of Legal Counsel, which consent shall
not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any
correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence
shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after
the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s)
thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this
Section 3.


 


(d)          Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements
and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits and each preliminary
prospectus, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably
request from time to time) and (iii) such other documents, including, without limitation, copies
of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by the Investor.


 


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


 



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(f)          The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject
to Section 3(q), promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein
to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel
and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also
promptly notify Legal Counsel and the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness
and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective
amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate and (iv) of the receipt of any request by the SEC or any other federal or state
governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto
or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect
to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under
the Purchase Agreement.


 


(g)          The
Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss
of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal
Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 



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


 


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


 


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




  



    	A-9



    	 



    
  


(k)          The
Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts (as the case may be) as the Investor may reasonably request
from time to time and registered in such names as the Investor may request. Certificates for Registrable Securities free from all
restrictive legends may be transmitted by the transfer agent to the Investor by crediting an account at DTC as directed by the
Investor.


 


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


 


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


 


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


 


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


 


(p)          Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.


 



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(q)          Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(q)), at any time after the Effective Date of
a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company
or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the
Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”), provided that the Company shall promptly, but in no event later than 9:30 a.m. (New York City time) on
the second Trading Day immediately prior to the commencement of any Grace Period (except for such case where it is impossible to
provide such two-Trading Day advance notice, in which case the Company shall provide such notice as soon as possible), notify the
Investor in writing of the (i) existence of material, non-public information giving rise to a Grace Period (provided that in each
such notice the Company shall not disclose the content of such material, non-public information to the Investor) and the date on
which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period
shall exceed 20 consecutive Trading Days and during any 365-day period all such Grace Periods shall not exceed an aggregate of
60 Trading Days; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder
during any such Grace Period (other than pursuant to a registration statement on Form S-4 or S-8), (II) the first day of any Grace
Period must be at least three Trading Days (or such shorter period as may be agreed by the parties) after the last day of any prior
Grace Period and (III) no Grace Period may exist during (A) the first 10 consecutive Trading Days after the Effective Date of the
particular Registration Statement or (B) the five-Trading Day period following each Settlement Date (each, an “Allowable
Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall begin on
and include the date set forth in the notice referred to in clause (i) above, provided that such notice is received by the Investor
not later than 9:30 a.m. (New York City time) on the second Trading Day immediately prior to such commencement date (except for
such case where it is impossible to provide such two-Trading Day advance notice, in which case the Company shall provide such notice
as soon as possible) and shall end on and include the later of the date the Investor receives the notice referred to in clause
(ii) above and the date referred to in such notice. The provisions of Section 3(l) hereof shall not be applicable during the period
of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of
Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary contained in this Section 3(q), the Company shall cause its transfer agent to deliver
unlegended shares of Common Stock to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection
with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale, and delivered
a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to the Investor’s
receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 


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


 


4.           Obligations
of the Investor.


 


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


 



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


 


(c)          The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), the Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent
to deliver unlegended shares of Common Stock to a transferee of the Investor in accordance with the terms of the Purchase Agreement
in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior
to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of Section 3(f) and for which the Investor has not yet settled.


 


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


 


5.           Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company.


 



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6.           Indemnification.


 


(a)          In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the
Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members,
partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor
Party” and collectively, the “Investor Parties”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any prospectus (as amended or supplemented) or in any prospectus supplement or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as
such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for
such Investor Party expressly for use in connection with the preparation of such Registration Statement, prospectus or prospectus
supplement or any such amendment thereof or supplement thereto; (ii) shall not be available to the Investor to the extent such
Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus (as amended or supplemented)
made available by the Company (to the extent applicable), including, without limitation, a corrected
prospectus, if such prospectus (as amended or supplemented) or corrected prospectus was timely made available by the Company pursuant
to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the transfer
of any of the Registrable Securities by the Investor pursuant to Section 9.


 



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(b)          In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the
Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the
below provisos in this Section 6(b), the Investor will reimburse a Company Party any legal or other expenses reasonably incurred
by such Company Party in connection with investigating or defending any such Claim; provided, however, the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld or delayed, provided further that the Investor shall be liable under this Section 6(b)
for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable
sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities
by the Investor pursuant to Section 9.


 


(c)          Promptly
after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of
any action or proceeding (including, without limitation, any governmental action or proceeding)
involving a Claim, such Investor Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory
to the indemnifying party and the Investor Party or the Company Party (as the case may be); provided, however, an
Investor Party or Company Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses
of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and
expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably
satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any
such Claim (including, without limitation, any impleaded parties) include both such Investor
Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case
may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party
(as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the
indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified
party and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above
the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel
for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall
reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor
Party (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Company Party or Investor
Party (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition
its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor Party (as the case
may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release
from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the
part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b)
hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company
Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company
Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced
in its ability to defend such action.


 



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(d)          No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such
sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred; provided that the Investor shall promptly
reimburse the Company for all such payments to the extent a court of competent jurisdiction determines that any Investor Party
was not entitled to such payments.


 


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


 



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7.           Contribution.


 


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


 


8.           Reports
Under the Exchange Act.


 


With a view to making
available to the Investor the benefits of Rule 144, the Company agrees to:


 


(a)          use
its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          use
its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144;


 


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


 


(d)          take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 



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9.           Assignment
of Registration Rights.


 


All or any portion
of the rights under this Agreement shall be automatically assignable by the Investor to any transferee or assignee of all or any
portion of the Investor’s Registrable Securities if: (i) the Investor agrees in writing with such transferee or assignee
to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration
rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such
securities by such transferee or assignee is restricted under the Securities Act or applicable state securities laws if so required;
(iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee
or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment
shall have been made in accordance with the applicable requirements of the Purchase Agreement; and (vi) such transfer or assignment
shall have been conducted in accordance with all applicable federal and state securities laws. The term “Investor”
in this Agreement shall also include all such transferees and assignees.


 


10.         Amendment
or Waiver.


 


No provision of this
Agreement may be amended or waived by the parties from and after the date that is one Trading Day immediately preceding the initial
filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.         Miscellaneous.


 


(a)          Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from such record owner of such Registrable Securities.


 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 10.4 of the Purchase Agreement.


 


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


 



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


 


(e)          The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter
thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral
and written, solely with respect to such matters. There are no promises, undertakings, representations or warranties by either
party relative to subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this
Agreement to the contrary and without implication that the contrary would otherwise be true, nothing contained in this Agreement
shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a Fixed Request contained in Article VII
of the Purchase Agreement, including, without limitation, the condition precedent contained in Section 7.2(iii) thereof or (ii)
any of the Company’s obligations under the Purchase Agreement.


 


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


 


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


 



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


 


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


 


(j)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


[signature pages follow]


 



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


 


	 	COMPANY:
	 	 
	 	GLOBALSTAR, INC.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: 	 


 



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


 


	 	INVESTOR:
	 	 
	 	TERRAPIN OPPORTUNITY, L.P.
	 	 
	 	By:	 
	 	Its:	 


 



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EXHIBIT A


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


______________________

______________________

______________________

Attention: _____________


 


Re:     [_________________]


 


Ladies and Gentlemen:


 


We are counsel to Globalstar,
Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that
certain Common Stock Purchase Agreement, dated as of December 28, 2012 (the “Purchase Agreement”), entered
into by and among the Company and the Investor named therein (the “Holder”) pursuant to which the Company
will issue to the Holder from time to time shares of the Company’s common stock, $0.0001 par value per share (the ”Common
Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with
the Holder (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the offer and sale of the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under
the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No.
333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names the Holder as an underwriter and a selling stockholder thereunder.


 


In connection with the
foregoing, based solely upon oral advice from the staff of the SEC, the Registration Statement was declared effective under the
Securities Act on [ENTER DATE OF EFFECTIVENESS], and no stop order suspending its effectiveness has been issued and no proceedings
for that purpose have been instituted or overtly threatened.


 


This letter shall serve
as our standing opinion to you that the transfer of the shares of Common Stock by the Holder pursuant to the Registration Statement
will not violate Section 5 of the Securities Act, provided the Registration Statement remains effective.


 


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


CC:    [LIST NAMES OF HOLDERS]


 



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EXHIBIT B


 


SELLING
STOCKHOLDER


 


This prospectus relates
to the possible resale from time to time by the selling stockholder of any or all of the shares of common stock that may be issued
by us to Terrapin under the Purchase Agreement. For additional information regarding the issuance of common stock covered by this
prospectus, see “Prospectus Summary—Committed Equity Line Financing With Terrapin” above. We are registering
the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with Terrapin on December
28, 2012 in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the transactions
contemplated by the Purchase Agreement and the Registration Rights Agreement, Terrapin has not had any material relationship with
us within the past three years.


 


The table below presents
information regarding the selling stockholder and the shares of common stock that it may offer from time to time under this prospectus.
This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of _________, 20__.
As used in this prospectus, the term “selling stockholder” includes Terrapin and any donees, pledgees, transferees
or other successors in interest selling shares received after the date of this prospectus from the selling stockholder as a gift,
pledge, or other non-sale related transfer. The number of shares in the column “Maximum Number of Shares of Common Stock
to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the selling stockholder may
offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering. We do not know
how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or
understandings with the selling stockholder regarding the sale of any of the shares.


 


Beneficial ownership
is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock
with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock beneficially
owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of ____________ shares
of our common stock outstanding on ___________, 20__. Because the purchase price of the shares of common stock issuable under the
Purchase Agreement is determined on each settlement date, the number of shares that may actually be sold by the Company under the
Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale
of all of the shares offered by the selling stockholder pursuant to this prospectus.


 



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	Name of Selling Stockholder	 	Number of Shares of 
Common Stock Owned 
Prior to Offering	 	 	Maximum Number of Shares 
of Common Stock to be 
Offered Pursuant to this 
Prospectus	 	 	Number of Shares of 
Common Stock Owned 
After Offering	 
	 	 	Number	 	 	Percent	 	 	 	 	 	Number	 	 	Percent	 
	Terrapin Opportunity, L.P. (4)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



  





 



 


		*	Represents beneficial ownership of less than one percent
of the outstanding shares of our common stock.



 


		(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares
beneficially owned prior to the offering all of the shares that Terrapin may be required to purchase under the Purchase Agreement
because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of
which are outside of Terrapin’s control, including the registration statement of which this prospectus is a part becoming
and remaining effective. Furthermore, the maximum dollar value of each put of common stock to Terrapin under the Purchase Agreement
is subject to certain agreed upon threshold limitations set forth in the Purchase Agreement, which are based on the market price
of our common stock at the time of the draw down and, if we determine in our sole discretion, a percentage of the daily trading
volume of our common stock during the Draw Down Period as well. Also, under the terms of the Purchase Agreement, we may not issue
shares of our common stock to Terrapin to the extent that Terrapin or any of its affiliates would, at any time, beneficially own
more than 9.9% of our outstanding common stock. This beneficial ownership limitation may not be amended or waived by the parties.



 


		(2)	Applicable percentage ownership is based on [______________] shares
of our common stock outstanding as of __________, 20___.



 


		(3)	Assumes the sale of all shares being offered pursuant to this prospectus.



 


		(4)	The business address of Terrapin is 4th Floor, Rodus Building, P.O. Box 765, Road Town,
Tortola, British Virgin Islands. Terrapin’s principal business is that of an international asset manager. We have been advised
that Terrapin is not a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, and that
neither Terrapin nor any of its affiliates is an affiliate or an associated person of any FINRA member or independent broker-dealer.
Graham J. Farinha and Peter W. Poole are directors of Terrapin and have voting control and investment discretion over securities
owned by Terrapin. The foregoing should not be construed in and of itself as an admission by Mr. Farinha or Mr. Poole as to beneficial
ownership of the securities owned by Terrapin.



 



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PLAN
OF DISTRIBUTION


 


We are registering
shares of common stock that may be issued by us from time to time to Terrapin under the Purchase Agreement to permit the resale
of these shares of common stock after the issuance thereof by the selling stockholder from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We
will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholder
may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock
beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents,
who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers
of the shares of common stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling
stockholder may arrange for other broker-dealers to participate. Terrapin is an “underwriter” within the meaning of
the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling
stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them
and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act. Terrapin has advised us that it will use an unaffiliated broker-dealer to effectuate
all resales of our common stock. To our knowledge, Terrapin has not entered into any agreement, arrangement or understanding with
any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity
of the broker-dealers or market makers that may participate in the resale of the shares. Because Terrapin is, and any other selling
stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act,
Terrapin will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements
of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation,
Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act.


 


The selling stockholder
will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market in accordance with the rules of NASDAQ;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 



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



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


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



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholder
may also sell shares of common stock covered by this prospectus pursuant to Rule 144 promulgated under the Securities Act, if available,
rather than under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other means
not described in this prospectus.


 


Any broker-dealer participating
in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser
of such shares, from such purchaser). Terrapin has informed us that each such broker-dealer will receive commissions from Terrapin
which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified
number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for
the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment
to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time
in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above)
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, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described
above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed,
disclosing:


 


		·	the name of any such broker-dealers;



 



    	A-26



    	 



    

 


		·	the number of shares involved;



 


		·	the price at which such shares are to be sold;



 


		·	the commission paid or discounts or concessions allowed to such broker-dealers, where applicable;



 


		·	that such broker-dealers did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, as supplemented; and



 


		·	other facts material to the transaction.



 


Terrapin has informed
us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute
the common stock. Pursuant to a requirement of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or
discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight
percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the
Securities Act.


 


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


 


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


 


Underwriters and purchasers
that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty
bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will
be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder (including, without limitation,
Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any
of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation
M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making
and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange
Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares
of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common
stock.


 



    	A-27



    	 



    

 


We have agreed to pay
all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “Blue Sky” laws; provided, however, Terrapin will pay all selling commissions, concessions and discounts, and other
amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with
the sale of the shares of common stock. We have agreed to indemnify Terrapin and certain other persons against certain liabilities
in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act
or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Terrapin has agreed
to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Terrapin
specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect
of such liabilities.


 


At any time a particular
offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required,
will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission
to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock.
We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain
reasons, including if the prospectus is required to be supplemented or amended to include additional material information.


 



    	A-28



    	 



    

 


EXHIBIT
B TO THE

COMMON STOCK PURCHASE AGREEMENT

FORM OF FIXED REQUEST NOTICE


 


Reference is made to
the Common Stock Purchase Agreement dated as of December 28, 2012, (the “Purchase Agreement”) between
Globalstar, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”),
and Terrapin Opportunity, L.P., a limited partnership organized under the laws of the British Virgin Islands. Capitalized terms
used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and
pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request
for the Fixed Amount Requested indicated below.


 


	Fixed Amount Requested (if Alternative Fixed Amount Requested not selected):	 
	 	 
	Alternative Fixed Amount Requested Cap (if Alternative Fixed Amount Requested is selected):	 
	 	 
	Pricing Period start date:	 
	 	 
	Pricing Period end date:	 
	 	 
	Settlement Date:	 
	 	 
	Fixed Request Threshold Price:	 


 


On behalf of the Company,
the undersigned hereby certifies to the Investor that (i) the above Fixed Amount Requested does not exceed the Maximum Fixed Amount
Requested determined in accordance with Section 3.2 of the Purchase Agreement, (ii) the sale of Shares pursuant to this Fixed Request
Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases
made by the Investor pursuant to all prior Fixed Request Notices issued under the Purchase Agreement, would exceed the Aggregate
Limit, and (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Fixed Request Notice shall not cause the
Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock
then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by
the Investor and its Affiliates to exceed the Ownership Limitation.


 


	Dated:	GLOBALSTAR, INC.
	 	 
	 	By:	 
	 	Name
	 	Title:
	 	 
	 	Address: 
 Facsimile No.


 


	AGREED AND ACCEPTED
	 	 
	By:	 	 
		Name	 
		Title:	 


 



    	B-1



    	 



    

 


EXHIBIT
C TO THE

COMMON STOCK PURCHASE AGREEMENT

CERTiFICATE OF THE COMPANY


 


CLOSING
CERTIFICATE


 


_________ 20__


 


The undersigned, the
[___________] of Globalstar, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”),
delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of December 28, 2012 (the “Agreement”),
by and between the Company and Terrapin Opportunity, L.P., a limited partnership organized under the laws of the British Virgin
Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein
without definition have the meanings assigned to them in the Agreement):


 


1.          Attached
hereto as Exhibit A is a true, complete and correct copy of the Certificate of Incorporation of the Company as filed with
the Secretary of State of the State of Delaware. The Certificate of Incorporation of the Company has not been further amended or
restated, and no document with respect to any amendment to the Certificate of Incorporation of the Company has been filed in the
office of the Secretary of State of the State of Delaware since the date shown on the face of the state certification relating
to the Company’s Certificate of Incorporation, which is in full force and effect on the date hereof, and no action has been
taken by the Company in contemplation of any such amendment or the dissolution, merger or consolidation of the Company.


 


2.          Attached
hereto as Exhibit B is a true and complete copy of the Bylaws of the Company, as amended and restated through, and as in
full force and effect on, the date hereof, and no proposal for any amendment, repeal or other modification to the Bylaws of the
Company has been taken or is currently pending before the Board of Directors or stockholders of the Company.


 


3.          The
Board of Directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not
been amended, rescinded or modified and remains in full force and effect as of the date hereof.


 


4.          Each
person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed the Transaction Documents
to which the Company is a party, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact,
and the signature of each such person appearing on any such document is his genuine signature.


 


IN WITNESS WHEREOF,
I have signed my name as of the date first above written.


 


	 	GLOBALSTAR, INC.
	 	 
	 	By:
	 	Name:
	 	Title:


 



    	C-1



    	 



    

 


EXHIBIT
D TO THE

COMMON STOCK PURCHASE AGREEMENT

COMPLIANCE CERTIFICATE


 


In connection with
the issuance of shares of common stock of Globalstar, Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Company”), pursuant to the Fixed Request Notice, dated [_____________], delivered by the
Company to Terrapin Opportunity, L.P. (the “Investor”) pursuant to Article III of the Common Stock Purchase
Agreement, dated as of December 28, 2012, by and between the Company and the Investor (the “Agreement”),
the undersigned hereby certifies to the Investor as follows:


 


1.          The
undersigned is the duly appointed [_____________] of the Company.


 


2.          Except
as set forth in the attached Disclosure Schedule, the representations and warranties of the Company set forth in Article V of the
Agreement (i) that are not qualified by “materiality” or “Material Adverse Effect” are true and correct
in all material respects as of [insert Fixed Request Exercise Date] and as of the date hereof with the same force and effect as
if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties are true and correct in all material respects as of such other date and (ii) that are qualified by “materiality”
or “Material Adverse Effect” are true and correct as of [insert Fixed Request Exercise Date] and as of the date hereof
with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another
date, in which case, such representations and warranties are true and correct as of such other date.


 


3.          The
Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
the Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to [insert
Fixed Request Exercise Date] and the date hereof.


 


4.          The
Shares issuable on the date hereof in respect of the Fixed Request Notice referenced above shall be delivered electronically by
crediting the Investor’s or its designees’ account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system,
and shall be freely tradable and transferable and without restriction on resale.


 


Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to them in the Agreement.


 


The undersigned has
executed this Certificate this [___] day of [___________], 20[__].


 


	 	GLOBALSTAR, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 



    	D-1



    	 



    

 


DISCLOSURE
SCHEDULE

RELATING TO THE COMMON STOCK 

PURCHASE AGREEMENT, DATED AS OF DECEMBER 28, 2012 

BETWEEN GLOBALSTAR, INC. AND TERRAPIN OPPORTUNITY, L.P.


 


This disclosure schedule
is made and given pursuant to Article V of the Common Stock Purchase Agreement, dated as of December 28, 2012 (the “Agreement”),
by and between Globalstar, Inc., a Delaware corporation (the “Company”), and Terrapin Opportunity, L.P.,
a limited partnership organized under the laws of the British Virgin Islands. Unless the context otherwise requires, all capitalized
terms are used herein as defined in the Agreement. The numbers below correspond to the section numbers of representations and warranties
in the Agreement most directly modified by the below exceptions.


 



    	D-2



    	 



    

 


FORM
OF OPINION OF OUTSIDE COUNSEL TO BE DELIVERED PURSUANT TO

SECTION 7.1(iv)
OF THE COMMON STOCK PURCHASE AGREEMENT

DATED AS OF DECEMBER 28, 2012 BETWEEN GLOBALSTAR, INC. AND TERRAPIN OPPORTUNITY, L.P.


 


[Company Counsel’s Letterhead]


 


		1.	Based solely upon a certificate from the Secretary of State of Delaware, the Company has been duly
incorporated and is validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate
power and authority to own its properties and to conduct its business as described in the Commission Documents. Based solely upon
a certificate from the Secretary of State of Louisiana, the Company is duly qualified to do business as a foreign corporation and
is in good standing in the State of Louisiana.



 


		2.	The Company has the requisite corporate power and authority to execute, deliver and perform its
obligations under the Transaction Documents to which it is a party and to issue the Shares in accordance with the terms thereof.
The execution and delivery by the Company of the Transaction Documents to which it is a party, and the consummation by the Company
of the transactions contemplated thereby (including, without limitation, the issuance of the Shares) have been duly and validly
authorized by all necessary corporate action and, except for any consent or authorization of the Company’s Board of Directors
or a committee thereof in connection with the delivery of a Fixed Request Notice to the Investor, no further consent or authorization
of the Company, its Board of Directors or its stockholders is required.



 


		3.	Each of the Transaction Documents to which the Company is a party has been duly executed and delivered
by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing, and as to matters of public policy (regardless of whether
enforcement is sought in a proceeding at law or in equity), provided that we express no opinion as to the enforceability of the
indemnification provisions of the Transaction Documents.



 



    	D-3



    	 



    

 


		4.	The execution, delivery and performance by the Company of the Transaction Documents to which it
is a party and the consummation by the Company of the transactions contemplated thereby (including, without limitation, the issuance
of the Shares) do not and will not: (i) violate the Company’s certificate of incorporation or bylaws (the “Governing
Documents”); (ii) violate the general corporation law of the State of Delaware, or any federal or state statute, rule or
regulation applicable to the Company; (iii) require any consents, approvals, or authorizations to be obtained by the Company, or
any registrations, declarations or filings to be made by the Company, in each case, under the general corporation law of the State
of Delaware or any federal or state statute, rule or regulation applicable to the Company other than (x) those that have been obtained
or made and (y) those that may be required to be made in the future under provisions of federal and state securities laws in connection
with the transactions contemplated by the Transaction Documents; (iv) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument
or obligation to which the Company is a party or is bound that has been filed as an exhibit to the 2011 Form 10-K or any other
Commission Document filed after the 2011 Form 10-K; (v) create or impose a lien, charge or encumbrance on any property of the Company
under any agreement or commitment to which the Company is a party or is bound that has been filed as an exhibit to the 2011 Form
10-K or any other Commission Document filed after the 2011 Form 10-K; or (vi) to our knowledge, result in a violation of any federal
or state order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries are bound or affected.



 


		5.	Assuming the accuracy of the representations and warranties made by you in the Purchase Agreement
and your compliance with the covenants made by you in the Purchase Agreement and the Registration Rights Agreement, and the timely
filing of a Form D under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and related
state securities laws filings, the offering, sale and issuance of the Shares by the Company to the Investor in accordance with
the Purchase Agreement is exempt from the registration requirements of the Securities Act.



 


		6.	When issued and paid for in accordance with the Purchase Agreement, the Shares will be duly authorized
and validly issued, fully paid and nonassessable, free and clear of all liens, charges, taxes, security interests, encumbrances,
rights of first refusal, preemptive or similar rights and other encumbrances under the Company’s Governing Documents, the
laws of the State of Delaware or any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company is a party or is bound that has been filed as an exhibit to the 2011 Form 10-K or
any other Commission Document filed after the 2011 Form 10-K. To our knowledge, the execution and delivery of the Registration
Rights Agreement do not, and the performance by the Company of its obligations thereunder shall not, give rise to any rights of
any other person for the registration under the Securities Act of any shares of Common Stock or other securities of the Company
which have not been waived.



 


		7.	There is no action, suit, claim, investigation or proceeding pending or, to our knowledge, threatened
against the Company or any Subsidiary which questions the validity of any of the Transaction Documents or the transactions contemplated
thereby or any action taken or to be taken pursuant thereto. Except as set forth in the Commission Documents, to our knowledge,
there is no action, suit, claim, investigation or proceeding pending or threatened against or involving the Company, any Subsidiary
or any of their respective properties or assets in which an adverse judgment is reasonably likely to have a Material Adverse Effect
(as defined in the Purchase Agreement).



 



    	D-4



    	 



    

 


		8.	The Company is not an “investment company”
or any entity controlled by an “investment company,” as such term is defined in the Investment Company Act of 1940,
as amended.



 


As used herein, “our
knowledge” and similar expressions refer to those attorneys of our firm who have actively participated in the transactions
contemplated by the Transaction Documents.


 


The foregoing opinions
are limited to matters governed by the federal laws of the United States, the Delaware General Corporation Law and the laws of
the State of New York.


 



    	D-5



    	 



    

 


FORM
OF OPINION OF OUTSIDE COUNSEL TO BE DELIVERED PURSUANT TO

SECTION 7.2(xiv)
OF THE COMMON STOCK PURCHASE AGREEMENT

DATED AS OF DECEMBER 28, 2012 BETWEEN GLOBALSTAR, INC. AND TERRAPIN OPPORTUNITY, L.P.


 


[Company Counsel’s Letterhead]


 


		1.	The Registration Statement has become effective under the Securities Act. With your consent, based
solely on a telephonic confirmation by a member of the Staff of the Commission on [__________], 201[__], no stop order suspending
the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been
initiated or, to our knowledge threatened, by the Commission, and the Registrable Securities may be resold under the Securities
Act pursuant to the Registration Statement. Any required filing of the Prospectus and a Prospectus Supplement pursuant to Rule
424 under the Securities Act has been made in accordance with Rule 424 under the Securities Act.



 


		2.	The Registration Statement, as of the date it became effective, and the Prospectus and each Prospectus
Supplement, as of its date, complied as to form in all material respects with the requirements for registration statements on Form
S-1 under the Act; it being understood, however, that we express no opinion with respect to Regulation S-T or the financial statements,
schedules or other financial data included in or incorporated by reference in or omitted from the Registration Statement, the Prospectus
or any Prospectus Supplement. For purposes of this paragraph, we have assumed that the statements made in the Registration Statement,
the Prospectus and each Prospectus Supplement are correct and complete.



 


In addition, we have
participated in conferences with officers and other representatives of the Company and representatives of the independent registered
public accounting firm for the Company, at which the contents of the Registration Statement, the Prospectus and each Prospectus
Supplement, and the Commission Documents incorporated by reference therein, and related matters were discussed and, although we
are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained
or incorporated by reference in the Registration Statement, the Prospectus, each Prospectus Supplement, or the Commission Documents
incorporated by reference therein, and have not made any independent check or verification thereof, during the course of such participation,
no facts came to our attention that caused us to believe that the Registration Statement, at the time it became effective and as
of the date hereof, together with the Commission Documents incorporated by reference therein, at such time and as of the date hereof,
contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or that the Prospectus, as of its date and as of the date hereof, together with
the Commission Documents incorporated by reference therein, at that date and as of the date hereof, contained an untrue statement
of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; it being understood that we express no belief with respect to the financial statements,
the notes and schedules thereto, and other information of a statistical, accounting or financial nature included therein (including,
without limitation, the report of management’s attestation of the effectiveness of internal control over financial reporting
or the auditor’s attestation report thereon) or exhibits included in, incorporated by reference in, or omitted from, the
Registration Statement or the Prospectus.


 



    	D-6



    	 



    

 


As used herein, “our
knowledge” and similar expressions refer to those attorneys of our firm who have actively participated in the transactions
contemplated by the Transaction Documents.


 


The foregoing opinions
are limited to matters governed by the federal laws of the United States, the Delaware General Corporation Law and the laws of
the State of New York.


 



    	D-7



    	 



    

 


FORM OF OPINION “BRING
DOWN” OF OUTSIDE COUNSEL TO BE DELIVERED PURSUANT TO SECTION 7.2(xiv)
OF THE COMMON STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 28, 2012 BETWEEN GLOBALSTAR, INC. AND TERRAPIN OPPORTUNITY, L.P.


 


[Company Counsel’s Letterhead]


 


		1.	The Registration Statement has become effective under the Securities Act. With your consent, based
solely on a telephonic confirmation by a member of the Staff of the Commission on [_____] [___], 20[_], no stop order suspending
the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been
initiated or, to our knowledge threatened, by the Commission, and the Registrable Securities may be resold under the Securities
Act pursuant to the Registration Statement. Any required filing of the Prospectus and a Prospectus Supplement pursuant to Rule
424 under the Securities Act has been made in accordance with Rule 424 under the Securities Act.



 


		2.	Based on our inquiry of the Company’s [______________], no facts have come to our attention
that cause us to believe that any of the opinions expressed in our opinion letter to you dated December 28, 2012 are not true and
correct as of the date hereof.



 


		3.	Based on our inquiry of the Company’s [______________], no facts have come to our attention
that cause us to believe that the opinion expressed in paragraph 2 of our opinion letter to you dated [_______], 20[__] is not
true and correct as of the date hereof.



 


In addition, we have
participated in conferences with officers and other representatives of the Company and representatives of the independent registered
public accounting firm for the Company, at which the contents of the Registration Statement, the Prospectus and each Prospectus
Supplement, and the Commission Documents incorporated by reference therein, and related matters were discussed and, although we
are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained
or incorporated by reference in the Registration Statement, the Prospectus, each Prospectus Supplement, or the Commission Documents
incorporated by reference therein, and have not made any independent check or verification thereof, during the course of such participation,
no facts came to our attention that caused us to believe that the Registration Statement, at the time it became effective and as
of the date hereof, together with the Commission Documents incorporated by reference therein, at such time and as of the date hereof,
contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or that the Prospectus, as of its date and as of the date hereof, together with
the Commission Documents incorporated by reference therein, at that date and as of the date hereof, contained an untrue statement
of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; it being understood that we express no belief with respect to the financial statements,
the notes and schedules thereto, and other information of a statistical, accounting or financial nature included therein (including,
without limitation, the report of management’s attestation of the effectiveness of internal control over financial reporting
or the auditor’s attestation report thereon) or exhibits included in, incorporated by reference in, or omitted from, the
Registration Statement or the Prospectus.


 



    	D-8



    	 



    

 


As used herein, “our
knowledge” and similar expressions refer to those attorneys of our firm who have actively participated in the transactions
contemplated by the Transaction Documents.


 


The foregoing opinions
are limited to matters governed by the federal laws of the United States, the Delaware General Corporation Law and the laws of
the State of New York.


 



    	D-9