Exhibit  10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2013, among the undersigned corporation
(the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).


R E
C I T A L S


WHEREAS,
the Company and the Investors are parties to Subscription Agreements (the “Subscription Agreements”), dated
as of the date hereof, as such may be amended and supplemented from time to time;


WHEREAS,
the Investors’ obligations under the Subscription Agreements are conditioned upon certain registration rights under the
Securities Act of 1933, as amended (the “Securities Act”); and


WHEREAS,
the Investors and the Company desire to provide for the rights of registration under the Securities Act as are provided herein
upon the execution and delivery of this Agreement by such Investors and the Company.


NOW,
THEREFORE, in consideration of the promises, covenants and conditions set forth herein, the parties hereto hereby agree as follows:


1.     
Registration Rights.


1.1           
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


(a)               
“Commission” means the United States Securities and Exchange Commission.


(b)              
“Common Stock” means the Company’s common stock, par value $0.0001 per share.


(c)               
“Effectiveness Date” means the date that is one hundred and twenty (120) days after the Filing Date.


(d)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


(e)               
“Filing Date” means the date that is sixty (60) days after the Trigger Date.


(f)               
 “Investor” means any person owning Registrable Securities who becomes party to this Agreement by executing
a counterpart signature page hereto, or other agreement in writing to be bound by the terms hereof, which is accepted by the Company.


(g)              
The terms “register,” “registered” and “registration” refer to
a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such registration statement or document.


(h)              
“Registrable Securities” means any of the Shares or any securities issued or issuable as (or any securities
issued or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the Shares; provided, however, that Registrable
Securities shall not include any securities of the Company that have previously been registered and remain subject to a currently
effective registration statement or which have been sold to the public either pursuant to a registration statement or Rule 144,
or which have been sold in a private transaction in which the transferor’s rights under this Section 1 are not assigned,
or which may be sold immediately without registration under the Securities Act and without restriction or imitation pursuant to
Rule 144 and without the requirement to be in compliance with Rule 144(c)(1).



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(i)                
“Rule 144” means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


(j)                
“Rule 415” means Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


(k)              
 “Shares” means the shares of Common Stock (i) issued pursuant to the Subscription Agreements, (ii)
underlying the Warrants (as defined in the Subscription Agreements), and (iii) issuable upon conversion of the Company’s
Series A Preferred Stock, par value $0.0001 per share.


(l)                
“Trigger Date” means the Final Closing Date (as defined in the Subscription Agreement).


(m)            
“Warrants” means the warrants to purchase Common Stock issued pursuant to the Subscription Agreement.


1.2           
 Company Registration.


(a)               
On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement covering
the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement shall
be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale
the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate
form in accordance herewith) and shall contain (unless otherwise directed by Investors holding an aggregate of at least 75% of
the Registrable Securities on a fully diluted basis) substantially the “Plan of Distribution” attached hereto
as Annex A. The Company shall cause the registration statement to become effective and remain effective as provided herein.
The Company shall use its reasonable best efforts to cause the registration statement to be declared effective under the Securities
Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep
the registration statement continuously effective under the Securities Act until all Registrable Securities covered by such registration
statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”).



(b)              
The Company shall pay to Investors a fee of 1% per month of the Investors’ investment, payable in cash, for every
thirty (30) day period up to a maximum of 6%, (i) following the Filing Date that the registration statement has not been filed
and (ii) following the Effectiveness Date that the registration statement has not been declared effective; provided, however,
that the Company shall not be obligated to pay any such liquidated damages if (i) the Registrable Securities that would other
be covered by the registration statement may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144 under the Securities Act or (ii) the Company is unable to fulfill its registration
obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its
authority with respect to “Rule 415”, and the Company registers at such time the maximum number of shares of Common
Stock permissible upon consultation with the staff of the Commission. 


(c)               
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares
of Common Stock then registered in a registration statement, the Company shall file as soon as reasonably practicable an additional
registration statement covering the resale of not less than the number of such Registrable Securities.


(d)              
The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable
Securities with respect to the registrations pursuant to this Section 1.2 for each Investor, including (without limitation) all
registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the
Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and fees
and disbursements of counsel for the Investors.



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(e)               
If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable
Securities, then the Company shall notify each Investor in writing at least fifteen (15) days prior to the filing of any registration
statement under the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited
to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements
(i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation
plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to
any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities
Act, (iii) on any registration form which does not permit secondary sales or does not include substantially the same information
as would be required to be included in a registration statement covering the resale of the Registrable Securities. In the event
an Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such Investor,
the Investor shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including
the number of such Registrable Securities such Investor wishes to include in such registration statement. If an Investor decides
not to include all of its Registrable Securities in any registration statement thereafter filed by the Company such Investor shall
nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration
statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set
forth herein.


1.3           
Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


(a)               
Prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such registration statement to become effective and to keep such registration statement effective during
the Effectiveness Period;


(b)              
Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration statement;


(c)               
Furnish to the Investors such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them (provided that the Company would not be required to print such prospectuses if readily
available to Investors from any electronic service, such as on the EDGAR filing database maintained at www.sec.gov);


(d)              
Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such
other securities’ or blue sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that
the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions;


(e)               
In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement,
in usual and customary form, with the managing underwriter(s) of such offering (each Investor participating in such underwriting
shall also enter into and perform its obligations under such an agreement);



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(f)               
Promptly notify each Investor holding Registrable Securities covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, within one business day, (i) of the effectiveness
of such registration statement, or (ii) of the happening of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;


(g)              
Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or nationally
recognized quotation system on which similar securities issued by the Company are then listed; and


(h)              
Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration.


1.4           
Furnish Information. It shall be a condition precedent to the Company’s obligations to take any action pursuant
to this Section 1 with respect to the Registrable Securities of any selling Investor that such Investor shall furnish to the Company
such information regarding such Investor, the Registrable Securities held by such Investor, and the intended method of disposition
of such securities in the form attached to this Agreement as Annex B, or as otherwise reasonably required by the Company or the
managing underwriters, if any, to effect the registration of such Investor’s Registrable Securities.


1.5           
Delay of Registration. No Investor shall have any right to obtain or seek an injunction restraining or otherwise
delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation
of this Section 1.


1.6           
Indemnification.


(a)               
To the extent permitted by law, the Company will indemnify and hold harmless each Investor, any underwriter (as defined
in the Securities Act) for such Investor and each person, if any, who controls such Investor or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which any
of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state securities law,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged
untrue statement of a material fact contained in a registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto (collectively, the “Filings”), (ii) the omission
or alleged omission to state in the Filings a material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities
law; and the Company will pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this
Section 1.6(a) in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such registration by any such Investor, underwriter or controlling
person. 



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(b)              
To the extent permitted by law, each Investor will indemnify and hold harmless the Company, each of its directors, each
of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act, any underwriter, any other Investor selling securities in such registration statement
and any controlling person of any such underwriter or other Investor, against any losses, claims, damages or liabilities (joint
or several) to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal
or state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Investor expressly for use in connection with such registration;
and each such Investor will pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this
Section 1.6(b) in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor (which consent
shall not be unreasonably withheld); provided, however, in no event shall any indemnity under this subsection 1.6(b)
exceed the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification
obligation.


(c)               
Promptly after receipt by an indemnified party under this Section 1.6 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 1.6, 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 the defense thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party
under this Section 1.6, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 1.6.


(d)              
If the indemnification provided for in Sections 1.6(a) and (b) is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, claim, damage or expense referred to herein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such loss, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions or alleged statements
or omissions that resulted in such loss, liability, claim or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to information supplied by the indemnifying party or
by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. In no event shall any Investor be required to contribute an amount in excess of the net proceeds
received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.


(e)               
The obligations of the Company and Investors under this Section 1.6 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.


1.7           
Reports Under Securities Exchange Act. With a view to making available the benefits of certain rules and regulations
of the Commission, including Rule 144, that may at any time permit an Investor to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-1 or Form S-3, the Company agrees to:


(a)               
make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the
Final Closing Date;


(b)              
take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is
necessary to enable the Investors to utilize Form S-1 for the sale of their Registrable Securities, such action to be taken as
soon as practicable after the end of the fiscal year in which the registration statement is declared effective;



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(c)               
file with the Commission in a timely manner all reports and other documents required of the Company under the Securities
Act and the Exchange Act; and


(d)              
furnish to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of Rule 144 the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-1 or Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing any Investor of any rule or regulation of the Commission that permits the selling of any such
securities without registration or pursuant to such form.


1.8           
Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities
pursuant to this Section 1 may be transferred or assigned, but only with all related obligations, by an Investor to a transferee
or assignee who (a) acquires at least 25,000 Shares or Warrants to acquire at least 25,000 Shares (subject to appropriate adjustment
for stock splits, stock dividends and combinations) from such transferring Investor, unless waived in writing by the Company,
or (b) holds Registrable Securities immediately prior to such transfer or assignment; provided, that in the case of (a),
(i) prior to such transfer or assignment, the Company is furnished with written notice stating the name and address of such transferee
or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, (ii)
such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and (iii)
such transfer or assignment shall be effective only if immediately following such transfer or assignment the further disposition
of such securities by the transferee or assignee is restricted under the Securities Act.


2.     
Legend.


(a)               
Each certificate representing Shares of Common Stock held by the Investors shall be endorsed with the following legend:


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


(b)              
The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee
of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under
an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such
holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment
or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder
provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or
Rule 144A under the Securities Act.



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3.     
Miscellaneous.


3.1           
Governing Law. The parties hereby agree that any dispute which may arise between them arising out of or in connection
with this Agreement shall be adjudicated only before a federal court located in the State of New York and they hereby submit to
the exclusive jurisdiction of the federal and state courts of the State of New York with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising
out of this Agreement or any acts or omissions relating to the registration of the securities hereunder, and consent to the service
of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care
of the address set forth below or such other address as the undersigned shall furnish in writing to the other. 


3.2           
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY


3.3           
Waivers and Amendments. This Agreement may be terminated and any term of this Agreement may be amended or waived
(either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company
and Investors holding at least a majority of the Registrable Securities then outstanding (the “Majority Investors”).
Notwithstanding the foregoing, additional parties may be added as Investors under this Agreement, and the definition of Registrable
Securities expanded, with the written consent of the Company and the Majority Investors. No such amendment or waiver shall reduce
the aforesaid percentage of the Registrable Securities, the holders of which are required to consent to any termination, amendment
or waiver without the consent of the record holders of all of the Registrable Securities. Any termination, amendment or waiver
effected in accordance with this Section 3.3 shall be binding upon each holder of Registrable Securities then outstanding, each
future holder of all such Registrable Securities and the Company.


3.4           
Successors and Assigns. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


3.5           
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with
regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth herein.


3.6           
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and
shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent
by facsimile or sent by electronic mail directed (a) if to an Investor, at such Investor’s address, facsimile number or
electronic mail address set forth in the Company’s records, or at such other address, facsimile number or electronic mail
address as such Investor may designate by ten (10) days’ advance written notice to the other parties hereto or (b) if to
the Company, to its address, facsimile number or electronic mail address set forth on its signature page to this Agreement and
directed to the attention of its President, or at such other address, facsimile number or electronic mail address as the Company
may designate by ten (10) days’ advance written notice to the other parties hereto. All such notices and other communications
shall be effective or deemed given upon delivery, on the date that is three (3) days following the date of mailing, upon confirmation
of facsimile transfer or upon confirmation of electronic mail delivery.


3.7           
Interpretation. The words “include,” “includes” and “including” when used herein
shall be deemed in each case to be followed by the words “without limitation.” The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.



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3.8           
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement, and the balance of the Agreement shall be interpreted as if such provision were
so excluded, and shall be enforceable in accordance with its terms.


3.9           
Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several
and not joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance
of the obligations of any other Investor hereunder. Nothing contained herein or in any other agreement or document delivered at
any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any
way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Investor shall
be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall
not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.


3.10       
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.


3.11       
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by
one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile
or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto,
all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.


[SIGNATURE
PAGE FOLLOWS]



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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, as of the date, month and
year first set forth above.


“Company”


 


By:________________________________


Name:


Title:


Address for notice:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[COMPANY SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT]






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IN
WITNESS WHEREOF, the undersigned Investor has executed this Agreement as of the date, month and year that such Investor became
the owner of Registrable Securities.


“Investor”


___________________________________


By:________________________________


Name


Title:


 


Address:


___________________________________


 


___________________________________





___________________________________





Telephone:__________________________





Facsimile:___________________________


 


Email:______________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[INVESTOR
COUNTERPART SIGNATURE PAGE TO 


REGISTRATION
RIGHTS AGREEMENT]






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Annex A


Plan of Distribution


 


Each
selling stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of common stock on the Over-the-Counter Bulletin Board or any other stock exchange, market or
trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices.
A selling stockholder may use any one or more of the following methods when selling shares:


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



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



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



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



		·	privately
                                                                                                         negotiated transactions;
                                                                                                         



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



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



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



		·	a
                                                                                                         combination of any such
                                                                                                         methods of sale; or 



		·	any
                                                                                                         other method permitted
                                                                                                         pursuant to applicable
                                                                                                         law. 



 


The
selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than
under this prospectus.


Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.


In
connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).



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The
selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933, as amended. Each selling stockholder 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. In
no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


We
are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act
of 1933, as amended.


Because
selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended,
they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder.
In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of
1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale shares by the selling stockholders.


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders
without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or
limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.


Under
applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution
of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable
restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders
will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders
or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with
Rule 172 under the Securities Act of 1933, as amended).






    	12



    	 



    
Annex
B


 


 


Selling Securityholder
Notice and Questionnaire


 


The undersigned
beneficial owner of common stock (the “Registrable Securities”) of ____, a _____ corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with
the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal
consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned
beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable
Securities owned by it in the Registration Statement.


 


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


 


QUESTIONNAIRE


 


1.Name.


 


(a)Full
Legal Name of Selling Securityholder




  


 


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




 


 


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


 

 


 


2.Address for Notices to Selling
Securityholder:


 

 




 




 


 





	Telephone:
	Fax:
	Contact
    Person:






    	13



    	 



    



3.Broker-Dealer Status:


 


(a)Are you
a broker-dealer?


 


Yes                    No


 


(b)If “yes”
to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?


 


Yes                   No


 


Note:If
“no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.


 


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


 


Yes                   No


 


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


 


Yes                   No


 


Note:If
“no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.


 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Securityholder.


 


Except as
set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other
than the securities issuable pursuant to the Purchase Agreement.


 


 


 


(a)Type
and Amount of other securities beneficially owned by the Selling Securityholder:


 


 




 


 


5. Relationships with the Company:


 


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


 


State any exceptions here:







 




 


 









The undersigned
agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective.


 


By signing below,
the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.






    	14



    	 



    



IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


Date:


 


Beneficial Owner:


 


By:_________________________________


Name:


Title:


 


[SIGNATURE
PAGE FOR SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE]


 


 


15