Corindus Vascular Robotics, Inc. 8-K


 



Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of March __, 2018, by and among Corindus Vascular Robotics,
Inc., a Delaware corporation (the “Company”), and the several signatories hereto.


 


This Agreement is made
pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof between
the Company and each purchaser signatory thereto (each a “Purchaser” and collectively, the “Purchasers”).


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:


 


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


 


“Advice”
has the meaning set forth in Section 6(c).


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Company”
has the meaning set forth in the Preamble.


 


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


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the 60th
calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration
Statement or the New Registration Statement, the 90th calendar day following the Closing Date); provided, further,
that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is open for business.


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


“Prior Registration
Rights Agreements” means the 2014 Registration Rights Agreement and the 2017 Registration Rights Agreement.


 


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


 


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


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Recitals.


 


“Registrable
Securities” means all of (i) the Underlying Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided,
that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further,
that with respect to a particular Holder, such Holder’s Underlying Shares and/or Warrant Shares shall cease to be Registrable
Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities
Act (in which case, only such security sold by the Holder shall cease to be a Registrable Security); or (B) becoming eligible
for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information
requirement thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter to such effect,
addressed, delivered and acceptable to the Transfer Agent.


 


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


 


“Remainder Registration
Statements” has the meaning set forth in Section 2(a).


 


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


 






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


 


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


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, provided,
that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities
Act.


 


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


 


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


 


“2014 Registration
Rights Agreement” means the Demand Registration Rights Agreement dated August 8, 2014 by and among Your Internet Defender
Inc., Koninklijke Philips N.V., HealthCor Partners Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P., HealthCor Partners
Fund II, L.P. and 20/20 Capital III LLC.


 


“2017 Registration
Rights Agreement” means the Registration Rights Agreement dated March 15, 2017 by and among the Company and the holders
named therein.


 


		2.	Registration.



 


(a)           On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering
the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial
Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except that if the Company is then
ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other
form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section
2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review
of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex
A (which may be modified to respond to comments, if any, provided by the Commission).


 


(i)          
Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the
Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as
a secondary offering on a single registration statement or that any Holder must be named as an underwriter in the Registration
Statement, the Company agrees to promptly (x) inform each of the Holders thereof and use its commercially reasonable efforts to
file amendments to the Initial Registration Statement as required by the Commission and/or (y) withdraw the Initial Registration
Statement and file a new registration statement (a “New Registration Statement”), in either case covering the
maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available
to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing
such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without
limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Registration
Statement.


 






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(ii)          Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c),
if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering without naming any Holder as an underwriter (and notwithstanding that the Company
used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Registrable Securities to be
registered on such Registration Statement will first be reduced by the Warrant Shares (applied, in the case that some Warrant Shares
may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders)
and second by the Underlying Shares (applied, in the case that some Underlying Shares may be registered, to the Holders on a pro
rata basis based on the total number of unregistered Underlying Shares held by such Holders), subject to a determination by the
Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the
event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses
(x) or (y) in Section 2(a)(i) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly
as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered
for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration
Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s
prior written consent.


 


(b)           The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective
by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement,
as applicable, no later than the Effectiveness Deadline (including, with respect to the Initial Registration Statement or the New
Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with
Rule 461 promulgated under the Securities Act within five (5) Business Days after the date that the Company is notified (orally
or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or
not be subject to further review and the effectiveness of such Registration Statement may be accelerated), and, subject to Sections
2(e) and (f), shall use its commercially reasonable efforts to keep each Registration Statement continuously effective
under the Securities Act for so long as the securities registered for resale thereunder retain their character as “Registrable
Securities” (the “Effectiveness Period”). The Company shall promptly notify the Holders via electronic
mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on or before the first Trading Day
after the date that the Company telephonically confirms effectiveness with the Commission. The Company shall, by 9:30 a.m. New
York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule
424(b).


 






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(c)           If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the
Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or
otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date
and except for the reasons as set forth in Section 3(h), (A) such Registration Statement ceases for any reason (including,
without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement), to remain continuously
effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize
the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the “Plan of Distribution”
or the inaccuracy of any information regarding the Holders), in each case, for more than an aggregate of 30 consecutive calendar
days or 45 calendar days (which need not be consecutive days) during any 12-month period (other than as a result of a breach of
this Agreement by a Holder or a Holder’s failure to return a Selling Stockholder Questionnaire within the time period provided
by Section 2(d) hereof) (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,”
and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which
such 30 or 45 calendar day period is exceeded, being referred to as an “Event Date”), then in addition
to any other rights the Holders may have hereunder or under applicable law: (x) within five Business Days after an Event Date relating
to a failure in clause (i) only, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty,
equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities
held by such Holder on such Event Date; and (y) on each 30-day anniversary (or pro rata portion thereof) following any Event Date
(including, for the avoidance of doubt, a failure in clause (i), in which case each 30-day anniversary shall be measured commencing
on the 31st day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable
Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay
to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid
by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The amounts
payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as “Liquidated Damages.”
The parties agree that (1) the Company will not be liable for Liquidated Damages under this Agreement with respect to any Warrants
or any Warrant Shares (prior to their issuance), (2) notwithstanding anything to the contrary herein or in the Purchase Agreement,
no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period and in no event
shall the aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, 10% of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement and (3) in no event shall the Company be liable in any 30-day period for
Liquidated Damages under this Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders pursuant to the Purchase
Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within 10 Business Days
after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is
permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such
amounts, plus all such interest thereon, are paid in full. Unless otherwise specified in Section 2(c), the Liquidated Damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except
in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining
any available remedies at law, specific performance or other equitable relief with respect to this Section 2(c) in
accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable
Securities which are not permitted by the Commission to be included in a Registration Statement due solely to SEC Guidance from
the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions
of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in which case the provisions
of this Section 2(c) shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated to
only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such
Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated
Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a
timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company
and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which the Effectiveness
Deadline would be extended with respect to Registrable Securities held by such Holder).


 






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(d)           Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than ten Trading Days
following the date of this Agreement. At least five Trading Days prior to the first anticipated filing date of a Registration Statement
for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that
Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered
to the Company promptly upon request and, in any event, within two Trading Days prior to the applicable anticipated filing date.
Each Holder further agrees that it shall not be entitled to be named as a selling security holder in the Registration Statement
or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company
a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in
the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further
information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts to take such
actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or
post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges
and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this
Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion
of such information in the Registration Statement.


 


(e)           In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the
Company shall (i) register the resale of the Registrable Securities on Form S-1 and (ii) undertake to register the Registrable
Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities
has been declared effective by the Commission.


 


		3.	Registration Procedures.



 


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


 


(a)           Not less than five Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the Holder copies of
such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject
to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned
documents within such five Trading Day or one Trading Day period, as the case may be, then the Holder shall be deemed to have consented
to and approved the use of such documents) and (ii) use commercially reasonable efforts to cause its officers and directors, counsel
and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of
respective counsel to each Holder, to conduct such review. The Company shall not file any Registration Statement or Prospectus
or any amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided that, the Company
is notified of such objection in writing within the five Trading Day or one Trading Day period described above, as applicable.


 






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(b)           (i) Subject to Section 3(h), prepare and file with the Commission such amendments (including post-effective amendments)
and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such
Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any
comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as
reasonably possible, provide the Holders true and complete copies of all correspondence from and to the Commission relating to
such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would
result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with the
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by
a Registration Statement until such time as all of such Registrable Securities cease to be Registrable Securities or shall have
been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders
thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however,
that in the event the Company informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 and,
as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities,
the Company shall deliver to the Holders a copy of the Prospectus in electronic format and each such Holder shall be responsible
for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities, and each Holder
agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration
Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements
to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b))
by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the
Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company
to amend or supplement such Registration Statement was filed.


 


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


 






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


 


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


 


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


 


(g)           If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates or
book-entry statements representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement,
which certificates or book entry statements shall be free, to the extent permitted by the Purchase Agreement, and under law, of
all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as
any such Holders may reasonably request.


 


(h)           Following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable (taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration
Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under
which they were made), not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section
3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders
shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h)
to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need
not be consecutive days) in any 12-month period without incurring liability for Liquidated Damages otherwise required pursuant
to Section 2(c).


 






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(i)          
 The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares
of Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority,
Inc. (“FINRA”) affiliations, (iii) any natural persons who have the power to vote or dispose of the common
stock and (iv) any other information as may be requested by the Commission, FINRA or any state securities commission. During any
periods that the Company is unable to meet its obligations hereunder with respect to the registration of Registrable Securities
because any Holder fails to furnish such information within three Trading Days of the Company’s request, any Liquidated Damages
that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of
such delay shall be suspended as to such Holder only, until such information is delivered to the Company; provided, however,
if the failure of the Holder to furnish the required information results the occurrence of an Event under Section 2(c),
any Liquidated Damages that are accruing at such time shall be tolled and any such Event that occurs as a result thereof shall
be suspended until such time as the Holder furnishes such information.


 


(j)          
 The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities
in effecting a filing with FINRA pursuant to FINRA Rule 5110 as reasonably requested by any such Holder, and the Company shall
pay the filing fee required for the first such filing within five Business Days of the request therefor.


 


4.           
Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its
obligations under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses
of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made
with any Trading Market on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state
securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company
pursuant to Section 3(j) hereof, with respect to any filing that may be required to be made by any broker through which
a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving
no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably
requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance,
if the Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection with
the consummation of the transactions contemplated by this Agreement, and (vii) fees and disbursements of one counsel (in an amount
not to exceed $35,000) for the Holders of Registrable Securities whose shares are included in a Registration Statement, which counsel
shall be selected by the holders of a majority of the Registrable Securities being sold in connection therewith shall be borne
by the Company whether or not any Registration Statement is filed or becomes effective. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or
similar fees or commissions of any Holder or any legal fees or other costs of the Holders, other than as set forth in this Section
4.


 






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		5.	Indemnification.



 


(a)           Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and
hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees
of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such
controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus or in any amendment or supplement thereto
(it being understood that the Holder has approved Annex A hereto for this purpose), or arising out of or relating to any
omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement,
except to the extent, but only to the extent that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder, or to the extent that
such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was
reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or in any amendment
or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the
case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section 6(c) below, following
the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected, or (C) any such Losses
arise out of the Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or
supplement (as then amended or supplemented), if required pursuant to Rule 172 under the Securities Act (or any successor rule),
to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission
at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was
corrected in such Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party
(as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.


 






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


 


(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled
to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the
right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all reasonable fees and expenses incurred in connection with defense thereof, provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination
is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.
An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time
for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding and such settlement does not include any non-monetary limitation on the
actions of any Indemnified Party or any of its affiliates or any admission of fault or liability on behalf of any such Indemnified
Party. Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section 5) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees
and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement
of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5,
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)           Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The
amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in
this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section 5 was available to such party in accordance with its terms. The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances where
the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth
in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The indemnity and
contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


 






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		6.	Piggyback Registration



 


(a)           If, at any time when there are Registrable Securities then outstanding there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities
(other than a registration statement relating to a rights offering, or 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 or merger
with any entity or business or equity securities issuable in connection with the Company’s equity incentive or other employee
benefit plans), and even if there is such an effective Registration Statement covering all of the Registrable Securities, in the
event that such offering for its own account or the account of others is to be underwritten, then the Company shall deliver to
each Holder a written notice of such determination, and if, within ten (10) days after the date of the delivery of such notice,
any such Holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration
statement all or any part of any Registrable Securities such Holder requests to be registered. The Company shall have the right
to postpone, terminate or withdraw any registration initiated by it under this Section 6(a) prior to the effectiveness of
such registration whether or not any Holder has elected to include securities in such registration.


 


(b)           The right of any Holder to registration pursuant to this Section 6 in connection with an underwritten offering shall
be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting
to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with
the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s
obligations under an underwriting agreement with the managing underwriter(s) selected for such underwriting by the Company or other
holder of securities having the right to select such managing underwriter(s) (such underwriting agreement to be in the form negotiated
by the Company). Notwithstanding any other provision of this Section 6, if the managing underwriter or underwriters of a
proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration
rights advise the Board in writing that in its or their good faith opinion the number of Registrable Securities requested to be
included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold
in such underwritten offering without adversely affecting the success of such offering, in light of market conditions, the Registrable
Securities and such other securities to be included in such underwritten offering shall be allocated, subject to the terms and
conditions of the Prior Registration Rights Agreements, (i) first, up to the total number of securities that the Company has requested
to be included in such registration, if such registration has been initiated by the Company, or that any other holder of securities
has requested to be included in such registration, if such registration has been initiated by such other holder, (ii) second, and
only if all the securities referred to in clause (i) have been included, all other securities proposed to be included in such offering
by Holders (pro rata based upon the number of securities that each of them shall have so requested to be included in such offering),
and (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included, all other securities proposed
to be included in such offering by Holders and other holders with registration rights (pro rata based upon the number of securities
that each of them shall have so requested to be included in such offering) that, in the opinion of the managing underwriter or
underwriters, can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter (provided that, if the
managing underwriter(s) have provided such Holder with written notice of the date on which the applicable Registration Statement
will become effective no later than five (5) Business Days prior to such effectiveness date, such Holder’s written notice
of such election must be given at least three (3) Business Days prior to effectiveness of the applicable Registration Statement).
Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.


 






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7.           
Rule 144 Compliance. With a view to making available to the Holders the benefits of Rule 144 under the Securities
Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to
the public without registration, the Company shall:


 


(i)           use commercially
reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the
Securities Act;


 


(ii)          use commercially
reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under
the Exchange Act, at any time when the Company is subject to such reporting requirements; and


 


(iii)         furnish to any
Holder, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule
144 under the Securities Act and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents so filed or furnished by the Company with the Commission as such Holder may reasonably request
in connection with the sale of Registrable Securities without registration (in each case to the extent not readily publicly available).


 


		8.	Miscellaneous.



 


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


 


(b)           No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Section
3.1(g) of the Disclosure Schedule to the Purchase Agreement, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable
Securities and the Company shall not prior to the initial Effective Date of the Initial Registration Statement (or such earlier
time as the Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale requirements under
Rule 144) (i) issue equity securities pursuant to an effective registration statement for its own account under the Securities
Act, other than a registration statement on Form S-8 or in connection with an acquisition, on Form S-4, or (ii) enter into any
new agreement providing any such right to any of its security holders. For the avoidance of doubt, the Company shall not be prohibited
from preparing and filing with the Commission one or more registration statements relating to an offering of Common Stock or other
securities of the Company under the Securities Act, including without limitation a “universal shelf” registration statement,
or from filing or going effective on amendments to registration statements filed prior to the date of this Agreement.


 


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


 






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(d)           Discontinued Disposition. By its acquisition of Registrable Securities, the Holder agrees that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), such Holder
will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented
or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may
be resumed as promptly as is practicable. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.


 


(e)           No Inconsistent Agreements. The Company has not entered, as of the date hereof, nor shall the Company, on or after
the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted
to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(f)            Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less that
a majority of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.


 


(g)           Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Purchase Agreement.


 


(h)           Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its
rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets)
or obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities.
Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement;
provided in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights
and related obligations under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being transferred or assigned, (iii) at or before the time
the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions contained herein and (iv) the transferee is an “accredited
investor,” as that term is defined in Rule 501 of Regulation D.





 






    15


     


    

 


(i)           
Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
were the original thereof.


 


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


 


(k)           Cumulative Remedies. Except as provided herein, the remedies provided herein are cumulative and not exclusive of
any other remedies provided by law.


 


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


 


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


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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





	 	 	 
	 	CORINDUS VASCULAR ROBOTICS, INC.
	 	 	 
	 	By:	 
	 	Name: Mark J. Toland
	 	Title:   Chief Executive
    Officer and President
	 	 	 
	 	By:	 
	 	Name: David W. Long
	 	Title:   Chief Financial
    Officer and Senior Vice President



 





[Signature Page to Registration Rights
Agreement]







 



     


     


    


 


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





	 	 	 	 	 	 	 
	 	HOLDER:
	 	 	 
	 	 	 
	 	AUTHORIZED SIGNATORY
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	ADDRESS FOR NOTICE
	 	 	 
	 	c/o:	 
	 	 	 
	 	Street:	 
	 	 	 
	 	City/State/Zip:	 
	 	 	 
	 	Attention:	 
	 	 	 
	 	Tel:	 
	 	 	 
	 	Email:	 



 





[Signature Page to Registration Rights
Agreement] 







 




     


     


    


 


Annex A


 


PLAN OF DISTRIBUTION


 


The selling stockholders
and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer
or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private transactions.  These dispositions may be at fixed
prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined
at the time of sale, or at negotiated prices.  The selling stockholders may use one or more of the following methods when
disposing of the shares or interests therein:


 


		●	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;



 


		●	through brokers, dealers or underwriters that may act solely as agents;



 


		●	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;



 


		●	through the writing or settlement of options or other hedging transactions entered into after the
effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;



 


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



 


		●	one or more underwritten offerings on a firm commitment or best efforts basis;



 


		●	a combination of any such methods of disposition; and



 


		●	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, or Securities Act, if available, rather
than under this prospectus.


 


Broker-dealers engaged
by the selling stockholders may arrange for other broker-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.  The selling stockholders do not expect these commissions and discounts to exceed what is customary
in the types of transactions involved.


 


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


 






     


     


    

 


Upon being notified
in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer,
we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing
(i) the name of such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. 
In addition, upon being notified in writing by the selling stockholder that a donee or pledge intends to sell more than 500 shares
of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.


 


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


 


In connection with
the sale of the shares of common stock or interests in shares of common stock, the selling stockholders may enter into hedging
transactions after the effective date of the registration statement of which this prospectus is a part 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 common stock short after the effective date of the registration
statement of which this prospectus is a part 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 after the effective date of the registration statement of which this prospectus is a part 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).


 


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 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. 


 


We have advised the
selling stockholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act during such
time as it may be engaged in a distribution of the shares.  The foregoing may affect the marketability of the common stock.


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any.  The selling stockholders reserve the right to accept and, together with their agents from
time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. 
We will not receive any of the proceeds from this offering.


 






    2


     


    

 


We are required to
pay all fees and expenses 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 or otherwise.


 


We have agreed with
the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier
of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with
the registration statement, and (b) the date on which the shares of common stock covered by this prospectus may be sold by
non-affiliates without any volume or manner of sale restrictions or current public information pursuant to Rule 144 of the
Securities Act.


 




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Annex B


 


CORINDUS VASCULAR ROBOTICS, INC.


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of the common stock, par value $0.0001 per share, of Corindus Vascular Robotics, Inc. (the “Company”)
understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the
“Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of
the Registration Rights Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Rights Agreement.


 


In order to sell or
otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities
generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,
the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to
Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification
provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling
stockholders in the Prospectus.


 


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


 


NOTICE


 


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


 


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


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder:



 


 





 



 





 



 





 



 






    1


     


    

 


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



 


 





 



 





 



 


 





 



 


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


 


 


 






 


 


 






 


 


 






 


		2.	Address for Notices to Selling Stockholder:



 





 



 





 



 





 






	 	 	 
	Telephone:	 
	 	 	 
	Email:	 	 
	 	 	 
	Attention:	 






 


		3.	Beneficial Ownership of Registrable Securities:



 


		(a)	Type and Number of Registrable Securities beneficially
owned:



 


 





 



 





 



 





 



 


		(b)	Number of shares of Common Stock to be registered pursuant
to this Notice for resale:



 


 





 



 





 



 





 



 






    2


     


    

 


		4.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes   ☐            No   ☐


 


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



 


Yes   ☐              No  ☐


 


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


 


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



 


Yes   ☐           No   ☐


 


Note: If yes, provide
a narrative explanation below:


 


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


 


Yes   ☐            No   ☐


 


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


 


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



 


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


 


Type and amount of other securities beneficially
owned:


 


 


 






 


 


 






 


 


 






 


		6.	Relationships with the Company:



 


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


 


State any exceptions here:


 


 


 






 


 




 



 




 



 




 




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		7.	Plan of Distribution:



 


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


 


State any exceptions here:


 


 


 






 


 


 






 


 


 






 


 


 






 


***********


 


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


 


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


 


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


 






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The undersigned hereby acknowledges and
is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding
short selling:


 


“An Issuer filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The
issuer was advised that the short sale could not be made before the registration statement become effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5
if the shares were effectively sold prior to the effective date.”



 


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


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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





	 	 	 	 
	 	BENEFICIAL OWNER:
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Dated:	 



 





[Signature Page to Selling Stockholder
Notice and Questionnaire]