Exhibit
10.13


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2017, between Lazydays
Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto
(each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


This
Agreement is made pursuant to the Securities Purchase Agreements, dated as of the date hereof, between the Company and the Purchasers
signatory to the applicable Securities Purchase Agreement (collectively, the “Purchase Agreement”).


 


Concurrently
with this Agreement, the Company has entered into another Registration Rights Agreement, dated as of the date hereof, pursuant
to the two Securities Purchase Agreements (as defined in the Purchase Agreement), pursuant to which the Company is obligated to
register shares of Common Stock (the “Other Shares”), prefunded Common Stock purchase warrants (the “Other
Pre-Paid Warrants”), Common Stock purchase warrants (the “Other Warrants”) and shares of Common Stock
underlying the Other Pre-Paid Warrants (the “Other Pre-Paid Warrant Shares”) and Other Warrants (the “Other
Warrant Shares” and together with the Other Shares, the Other Pre-Paid Warrants and the Other Pre-Paid Warrant Shares,
the “Other Registrable Securities” and the holders of the Other Registrable Securities, the “Other
Holders”).


 


The
Company and each Purchaser hereby agrees as follows:


 


Section
1. Definitions.


 


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


 


“Advice”
shall have the meaning set forth in Section 12.3.


 


“Agent”
means the principal placement agent on an agented placement of Registrable Securities.


 


“Automatic
Shelf Registration Statement” shall have the meaning specified in Rule 405 under the Securities Act.


 


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


 


“Conversion
Shares” means the Common Stock issued and issuable upon conversion of the Preferred Stock.


 


“EDGAR”
shall have the meaning set forth in Section 8.1(v).


 




    	 	 	 



     


    

 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 75th
calendar day following the date hereof and with respect to any additional Registration Statements which may be required pursuant
to Section 2.3 or Section 8.1(vi), the 90th calendar day following the date on which an additional Registration Statement
is required to be filed hereunder; provided, however, that in the event the Company is notified by the staff of
the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review
and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which
the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness
Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2.1.


 


“Event”
shall have the meaning set forth in Section 2.4.


 


“Event
Date” shall have the meaning set forth in Section 2.4.


 


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


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 15th calendar day
following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section
2.3 or Section 8.1(vi), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional
Registration Statement related to the Registrable Securities.


 


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


 


“Indemnified
Party” shall have the meaning set forth in Section 11.3.


 


“Indemnifying
Party” shall have the meaning set forth in Section 11.3.


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 11.1.


 


“Majority-in-Interest”
means Holders of more than fifty percent (50%) of the Registrable Securities.


 




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“Majority
Selling Holders” means those Selling Holders whose Registrable Securities included in such registration or offering,
as applicable, represent a majority of the Registrable Securities of all Selling Holders included therein.


 


“Maximum
Threshold” shall have the meaning set forth in Section 7.2


 


“Minimum
Effective Period” shall have the meaning set forth in Section 4.1.


 


“Non-Shelf
Demand Registration” shall have the meaning set forth in Section 4.1.


 


“Non-Shelf
Demand Registration Notice” shall have the meaning set forth in Section 4.1.


 


“Non-Shelf
Demand Registration Statement” shall have the meaning set forth in Section 4.1


 


“Other
Agreements” means, collectively, (i) the Registration Rights Agreement, dated as of March 15, 2018, by and between the
Company and the several “Purchasers” signatory thereto pursuant to which the Company is obligated to register the
Other Registrable Securities, (ii) the Registration Rights Agreement, dated as of November 24, 2015, by and between the Company
(as successor by merger to Andina Acquisition Corp. II) and the several “Investors” signatory thereto pursuant to
which the Company is obligated to register certain securities of the Company, (iii) the Registration Rights Agreement, dated as
of March 15, 2018, by and between the Lazydays Holdings, Inc. (as successor by merger to the Company) and the several “Investors”
signatory thereto pursuant to which the Company is obligated to register certain securities of the Company and (iv) the Unit Purchase
Options, dated as of December 1, 2015, issued by the Company to EarlyBirdCapital, Inc. and its designees as initial “Holders”
thereunder pursuant to which the Company is obligated to register certain securities of the Company.


 


“Person”
means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Piggy-Back
Registration” shall have the meaning set forth in Section 7.1.


 


“Plan
of Distribution” shall have the meaning set forth in Section 2.1.


 


“Pro
Rata Adjusted” shall have the meaning set forth in Section 7.2(i)


 


“Prospectus”
means the prospectus included in a Registration Statement (including 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 by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 




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“Registrable
Securities” means, as of any date of determination, (a) the Preferred Stock, (b) the Warrants (including the exercise
of the Warrants by a Person that has acquired such Warrants from a Holder pursuant to a Registration Statement (the “Warrant
Exercise”)), (c) all Underlying Shares then issued and issuable (assuming on such date the Warrants are exercised in
full without regard to any exercise limitations therein), and (d) any securities issued or then issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain
the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration
Statement with respect to the sale of such Registrable Securities is declared effective by the staff of the Commission under the
Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration
Statement and, in connection with any such sale of Warrants, the transferee of such Warrants has exercised such Warrants, (b)
such Registrable Securities have been previously exercised or sold in accordance with Rule 144, or (c) such Registrable Securities
become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule
144 (including Rule 144(i)(2)) as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to
the Transfer Agent and the affected Holders, as reasonably determined by the Company, upon the advice of counsel to the Company.
Notwithstanding anything herein to the contrary, in the event that the registration of the resale of the Warrants (but not the
Warrant Exercise) would reasonably be expected to result in derivative accounting liability, the Company may elect to not register
the Warrants in which case they shall not be deemed Registrable Securities hereunder


 


“Registration
Statement” means any registration statement filed by the Company with the Commission in compliance with the Securities
Act pursuant to this Agreement (including any Shelf Registration Statement, Non-Shelf Demand Registration Statement or any Registration
Statement filed in connection with a Piggy-Back Registration) for a public offering and sale of the Underlying Shares, including
the Prospectus, amendments and supplements to such Registration Statement or Prospectus, including pre- and post-effective amendments,
all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such Registration Statement.


 


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


 




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


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act and the rules and regulations promulgated thereunder. “Selling
Holders” means, with respect to a specified registration or offering pursuant to this Agreement, the Holders whose Registrable
Securities are proposed to be included in such registration or offering, as applicable.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 8.2(i).


 


“Shelf
Offering” shall have the meaning set forth in Section 3.


 


“Shelf
Offering Notice” shall have the meaning set forth in Section 3.


 


“Shelf
Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2.1 and
any additional registration statements contemplated by Section 2.3 or Section 8.1(vi), including (in each case) the Prospectus,
amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration
statement.


 


“Transfer”
means and includes the act of selling, giving, transferring, creating a trust (voting or otherwise), assigning or otherwise disposing
of (other than pledging, hypothecating or otherwise transferring as security or any transfer upon any merger or consolidation)
(and correlative words shall have correlative meanings); provided, however, that any transfer or other disposition upon
foreclosure or other exercise of remedies of a secured creditor after an event of default under or with respect to a pledge, hypothecation
or other transfer as security shall constitute a Transfer.


 


“Underwriters’
Representative” means the managing underwriter, or in the case of a co-managed underwriting, the managing underwriter
designated as the Underwriters’ Representative by the co-managers.


 


“Warrant
Exercise” shall have the meaning set forth in the definition of Registrable Securities.


 




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Section
2. Shelf Registration.


 


2.1
On or prior to each Filing Date, the Company shall prepare and file with the Commission a Shelf Registration Statement covering
the resale of all of the Registrable Securities that are not then registered and the Warrant Exercise on an effective Shelf Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Shelf Registration Statement filed hereunder
shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities and the Warrant
Exercise on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to
the provisions of Section 2.5) and shall contain a Plan of Distribution reasonably acceptable by Majority-in-Interest; provided,
however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express
prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Shelf Registration
Statement filed under this Agreement (including under Section 2.3) to be declared effective under the Securities Act as promptly
as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best
efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable
Securities covered by such Shelf Registration Statement (i) have been exercised or sold or exercised thereunder or pursuant to
Rule 144, or (ii) may be exercised or sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the
requirement for the Company to be in compliance with the current public information requirement under Rule 144 (including Rule
144(i)(2), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable
to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request effectiveness
of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via
facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically
confirms effectiveness with the staff of the Commission, which shall be the date requested for effectiveness of such Registration
Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement,
file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day
of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section
2.4.


 


2.2
Notwithstanding the registration obligations set forth in Section 2.1, if the staff of the Commission informs the Company that
the resale of all of the Registrable Securities as a secondary offering and the Warrant Exercise cannot, as a result of the application
of Rule 415, be registered on a single registration statement, the Company agrees to promptly 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,
covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other
form available to register the resale of the Registrable Securities as a secondary offering and the Warrant Exercise, subject
to the provisions of Section 2.5, with respect to filing on Form S-3 or other appropriate form, and subject to the provisions
of Section 2.4 with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment,
the Company shall be obligated to use diligent efforts to advocate with the staff of the Commission for the registration of all
of the Registrable Securities in accordance with the SEC Guidance, including Securities Act Rules Compliance and Disclosure Interpretation
612.09.


 




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2.3
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2.4
(except that, in the event of a cutback of the registration of the Preferred Stock or Warrants, no damages shall be payable other
than with respect to the failure to get the Conversion Shares and/or Warrant Shares registered), if the Commission or any SEC
Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration
Statement (and notwithstanding that the Company used diligent efforts to advocate with the staff of the Commission for the registration
of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:


 


(a)
First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities and Other Registrable
Securities;


 


(b)
Second, the Company shall reduce Registrable Securities represented by Warrants and the Other Registrable Securities represented
by the Other Warrants (applied, in the case that some Warrants and Other Warrants may be registered, to the Holders and the Other
Holders on a pro rata basis based on the total number of unregistered Warrants held by such Holders and unregistered Other
Warrants held by such Other Holders);


 


(c)
Third, the Company shall reduce Registrable Securities represented by Preferred Stock (applied, in the case that some Preferred
Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered Preferred Stock held
by such Holders);


 


(d)
Fourth, the Company shall reduce Registrable Securities represented by Warrant Shares and the Other Registrable Securities represented
by the Other Warrant Shares (applied, in the case that some Warrant Shares and Other Warrant Shares may be registered, to the
Holders and the Other Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such
Holders and unregistered Other Warrant Shares held by such Other Holders); and


 


(e)
Fifth, the Company shall reduce Registrable Securities represented by Conversion Shares and the Other Registrable Securities represented
by the Other Shares and the Other Pre-Paid Warrant Shares (applied, in the case that some Conversion Shares, Other Shares and
Other Pre-Paid Warrant Shares may be registered, to the Holders and the Other Holders on a pro rata basis based on the
total number of unregistered Conversion Shares held by such Holders and unregistered Other Shares and Other Pre-Paid Warrants
held by such Other Holders).


 




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In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along
with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement
in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by
Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered on the Initial
Registration Statement, as amended.


 


2.4
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 8.1(i), the Company
shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration
of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five
(5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission
that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to
the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing
to comments made by the staff of the Commission in respect of such Registration Statement within fifteen (15) calendar days after
the receipt of comments by or notice from the staff of the Commission that such amendment is required in order for such Registration
Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities
and the Warrant Exercise is not declared effective by the staff of the Commission by the Effectiveness Date of the Initial Registration
Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain
continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise
not permitted to utilize the Prospectus therein to resell such Registrable Securities or a transferee of Warrants is not able
to effect the Warrant Exercise, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20)
calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach specified in
the immediately preceding clauses (i) through (v) being referred to as an “Event”, and for purposes of clauses
(i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day
period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for
purpose of clause (v) the date on which such fifteen (15) or twenty (20) calendar day period, as applicable, is exceeded being
referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under
applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall
not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash,
as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount
paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable
to a Holder under this Agreement shall be 7.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase
Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after
the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts,
plus all such interest thereon, are paid in full. The partial 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.


 




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2.5
If 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 and the Warrant Exercise on another appropriate form and (ii) undertake to register the
resale of the Registrable Securities and the Warrant Exercise on Form S-3 as soon as 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 staff of the Commission.


 


2.6
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate
of a Holder as an Underwriter without the prior written consent of such Holder.


 


Section
3. Shelf Offerings.


 


Subject
to Section 8.1(xii), upon the written request of a Holder (“Shelf Offering Notice”) to the Company from time
to time during the Effectiveness Period, the Company will use commercially reasonable efforts to facilitate a “takedown”
of Registrable Securities off of the Shelf Registration Statement by such Holder (“Shelf Offering”) by amending
or supplementing the Prospectus related to the Shelf Registration Statement as may be reasonably requested by such Holder as promptly
as reasonably practicable upon receipt of the Shelf Offering Notice and taking other actions contemplated by Section 8 that may
be applicable to such Shelf Offering. Neither the Company nor any stockholder of the Company (other than the Holders) may include
securities in any offering requested under this Section 3.


 




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Section
4. Non-Shelf Demand Registration.


 


4.1
Subject to Section 8.1(xii), at any time and from time to time, if the Company has not effected or is not diligently pursuing
a Shelf Registration Statement pursuant to Section 2 or the Company is not eligible to file a Shelf Registration Statement or
the Shelf Registration Statement shall cease to be effective, any Holder may deliver to the Company a written notice (a “Non-Shelf
Demand Registration Notice”) informing the Company that the Holder requires the Company to register for resale some
or all of such Holder’s Registrable Securities (a “Non-Shelf Demand Registration”). Upon receipt of the
Non-Shelf Demand Registration Notice, then the Company will use commercially reasonable efforts to file with the Commission as
promptly as practicable after receiving the Non-Shelf Demand Registration Notice, but in no event more than sixty (60) days following
receipt of the Non-Shelf Demand Registration Notice, a Registration Statement covering all requested Registrable Securities (the
“Non-Shelf Demand Registration Statement”), and agrees (subject to Section 8.1(xii)) to use commercially reasonable
efforts to cause the Non-Shelf Demand Registration Statement to be declared effective by the Commission as soon as reasonably
practicable following the filing thereof, but in no event later than ninety (90) days after the filing of such Non-Shelf Demand
Registration Statement. Subject to Section 8.1(xii), the Company agrees to use reasonable efforts to keep any Non-Shelf Demand
Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary
for that purpose) for a period of not less than sixty (60) days (“Minimum Effective Period”). All offers and
sales by a Holder under a Non-Shelf Demand Registration Statement shall be completed within the period during which such Non-Shelf
Demand Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission.
Upon notice that such Non-Shelf Demand Registration Statement is no longer effective, no Holder will offer or sell the Registrable
Securities under the Non-Shelf Demand Registration Statement. If directed in writing by the Company, each Holder will return or
destroy all undistributed copies of the Prospectus in its possession, other than permanent file copies in the possession of such
Holder’s counsel or as other required by applicable law or the document retention policies of such Holder or its Affiliates,
upon the expiration of such period.


 


4.2
Notice to Holders. The Company shall give written notice of the proposed filing of any Non-Shelf Demand Registration Statement
to all Holders as soon as practicable, and each Holder who wishes to participate in such Non-Shelf Demand Registration Statement
shall notify the Company in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company,
and shall specify in such notice the number of Registrable Securities to be included in the applicable Registration Statement.


 


4.3
Limitations on Non-Shelf Demand Registration Rights. Notwithstanding the provisions of this Section 4, the Non-Shelf Demand
Registration rights granted to the Holders in this Section 4 are subject to the following limitations:


 




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(i)
that the aggregate market value of the Registrable Securities to be included in the Non-Shelf Demand Registration Statement shall
be at least $10,000,000, which market value shall be determined (i) with respect to the resale of Common Stock or Preferred Stock,
by multiplying the number of Registrable Securities to be included in such Non-Shelf Demand Registration Statement by the closing
price of the Common Stock on the trading day immediately preceding the date of the Non-Shelf Demand Registration Notice, as applicable
and (ii) with respect to the resale of Warrants, by multiplying the number of Warrants to be included in such Non-Shelf Demand
Registration Statement by the result obtained by subtracting (a) the closing price of the Common Stock on the trading day immediately
preceding the date of the Non-Shelf Demand Registration Notice from (b) the then applicable exercise price of the Warrant; provided,
however, if the result obtained by the calculation set forth in the immediately preceding clause (ii) is a negative number,
the market value of the Warrants shall be deemed to be zero dollars ($0.00); provided further that the limitation set forth
in this Section 4.3(i) shall not be in effect at any time the Holder’s Registrable Securities are not able to be exercised
or sold under Rule 144 because of the Company’s failure to comply with the information requirements thereunder, unless at
such time, the Company’s counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory
to such Holder’s counsel, to such Holders to the effect that such Holder’s Registrable Securities may be publicly
offered and sold without registration under the Securities); and


 


(ii)
that the Company shall be obligated to effect no more than four (4) Non-Shelf Demand Registrations in total. For purposes of this
Section 4, a Non-Shelf Demand Registration shall not be deemed to have been effected: (A) unless a Non-Shelf Demand Registration
Statement with respect thereto has become effective, (B) if after such Non-Shelf Demand Registration Statement has become effective,
such Non-Shelf Demand Registration Statement or the related offer, sale or distribution of Registrable Securities thereunder is
interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or
court for any reason not attributable to the Holders and such interference is not thereafter promptly eliminated, or (C) if the
conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Non-Shelf Demand Registration
are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Holder. If the Company shall
have complied with its obligations under this Section 4, a right to demand a registration pursuant to this Section 4 shall be
deemed to have been satisfied upon the earlier of (X) the date as of which all of the Registrable Securities included therein
shall have been disposed of pursuant to a Non-Shelf Demand Registration Statement, (Y) the date when all of the Registrable Securities
covered by the Non-Shelf Demand Registration Statement cease to be Registrable Securities and (Z) the date as of which such Non-Shelf
Demand Registration shall have been continuously effective for the Minimum Effective Period.


 




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Section
5. Underwritten or Agented Offerings.


 


If
any registration or offering pursuant to Section 2, Section 3 or Section 4 involves an underwritten offering (whether on a “firm,”
“best efforts” or “all reasonable efforts” basis or otherwise), or an agented offering, the Majority Selling
Holders shall have the right to select the underwriter or underwriters and manager or managers to administer such underwritten
offering or the placement agent or agents for such agented offering, provided, however, that each Person so selected shall be
reasonably acceptable to the Company.


 


Section
6. Priority on Underwritten or Agented Offerings.


 


If
the Underwriters’ Representative or Agent of a requested underwritten or agented Shelf Offering or Non-Shelf Demand Registration
advises the Company in writing that in its opinion the Registrable Securities proposed to be included in any such offering or
registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable
Securities proposed to be included in any such registration would materially adversely affect the price per share of the Company’s
equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable
Securities that, in the opinion of Underwriters’ Representative or Agent, can be sold without adversely affecting the marketability
of the applicable offering. If the number of shares that can be sold is less than the number of shares of Registrable Securities
proposed to be registered or sold, the Company shall allocate the amount of Registrable Securities to be so sold among the Holders
pro rata on the basis of the number Registrable Securities requested to be included in such registration by each Holder
electing to participate in such registration (or in such other proportions as mutually agreed among the Holders).


 




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Section
7. Piggy-Back Registration


 


7.1
Piggy-Back Registration Rights. If, at any time on or after the date of this Agreement, (i) the Company proposes to file
a registration statement under the Securities Act with respect to an offering of equity securities by the Company for its own
account (other than (a) a shelf registration statement relating to primary offerings by the Company, (b) a registration statement
in connection with any employee share option or other benefit plan, (c) a registration statement for an exchange offer or offering
of securities solely to the Company’s existing shareholders, (d) a registration statement for an offering of debt that is
convertible into equity securities of the Company or (e) a registration statement for a dividend reinvestment plan) or for any
of the other security holders of the Company for their account (other than a Shelf Registration Statement or a Non-Shelf Demand
Registration Statement) or (ii) equity securities of the Company are to be sold in an underwritten offering (whether or not for
the account of the Company) (other than pursuant a Non-Shelf Demand Registration Statement) pursuant to an Automatic Shelf Registration
Statement, then the Company shall (i) unless a Holder has provided written notice to the Company that it does not want to receive
such information, give prompt written notice of such proposed filing and/or underwritten offering to all Holders as soon as practicable
but in no event less than ten (10) Business Days prior to the anticipated filing date of the Registration Statement or anticipated
date of pricing of such underwritten offering, which notice shall, subject to the Holder agreeing in writing to keep such information
confidential, describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such
notice the opportunity to register the sale of or include in such offering, as applicable, such number of Registrable Securities
as such Holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back
Registration”). All such Holders proposing to distribute their Registrable Securities through an underwritten offering
under this Section 7 shall enter into an underwriting agreement in customary form with the underwriter selected for such underwritten
offering. If at any time after giving written notice of its intention to register any securities and prior to the effective date
of the Registration Statement filed in connection with such Piggy-Back Registration or prior to the pricing of any such underwritten
offering, the Company shall determine for any reason not to register or to delay registration of such securities or to discontinue
such underwritten offering, as applicable, the Company may, at its election, give written notice of such determination to each
Holder and, (x) in the case of a determination not to register or to discontinue such offering, shall be relieved of its obligation
to register any Registrable Securities in connection with such registration or undertake such offering, as


 


7.2
Priority on Piggy-Back Registrations. If the Underwriters’ Representative for a Piggy-Back Registration that is to
be an underwritten offering (or the Agent for an agented offering), advises the Company and the Holders requesting Piggy-Back
Registration that in its opinion the dollar amount or number of shares of Common Stock or other securities that the Company desires
to sell, taken together with (a) shares of Common Stock or other securities, if any, as to which registration or inclusion in
the offering has been demanded pursuant to written contractual arrangements with Persons other than the Holders hereunder (such
Persons (excluding any Other Piggy-Back Holders), “Other Demand Holders”), (b) the Registrable Securities as
to which registration or inclusion in the offering has been requested under this Section 7, and (c) the shares of Common Stock
or other securities, if any, as to which registration or inclusion in the offering has been requested pursuant to the written
contractual piggy-back registration rights of other securityholders of the Company (such Persons, “Other Piggy-Back Holders”),
exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall
include in any such registration:


 




    	 	13	 



     


    

 


(i)
if the registration or offering, as applicable, is undertaken for the Company’s account: (i) first, that number of
shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold,
(ii) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (i), the shares
of Common Stock or other securities, if any, comprised of Registrable Securities as to which registration has been requested pursuant
to this Section 7 by the Holders and the shares of Common Stock or other securities for the account of Other Piggy-Back Holders
who are “Purchasers”, “Investors” and/or “Holders” under any of the Other Agreements (pro
rata in accordance with the number of Registrable Securities and shares of Common Stock or other securities which such Holders
and such Other Piggy-Back Holders have requested be included in such underwritten offering or agented offering bears to the number
of Registrable Securities, shares of Common Stock and other securities that all such Holders and all such Other Piggy-Back Holders
requested to be included in such Piggy-Back Registration) that can be sold without exceeding the Maximum Threshold, (iii) third,
to the extent that the Maximum Threshold has not been reached under the foregoing clauses (i) and (ii), the shares
of Common Stock or other securities for the account of Other Piggy-Back Holders who are not “Purchasers”, “Investors”
and/or “Holders” under any of the Other Agreements (pro rata in accordance with the number of shares of Common
Stock or other securities which such Other Piggy-Back Holders have requested be included in such underwritten offering or agented
offering bears to the number of shares of Common Stock or other securities that all such Holders and all such Other Piggy-Back
Holders requested to be included in such Piggy-Back Registration) that can be sold without exceeding the Maximum Threshold; and


 


(ii)
if the registration is a “demand” registration or offering undertaken at the demand of Other Demand Holders: (i) first,
that number of shares of Common Stock or other securities requested to be sold for the account of such Other Demand Holders that
can be sold without exceeding the Maximum Threshold, (ii) second, to the extent that the Maximum Threshold has not been
reached under the foregoing clause (i), the shares of Common Stock or other securities, if any, comprised of Registrable Securities
as to which registration has been requested pursuant to this Section 7 by the Holders and the shares of Common Stock or other
securities for the account of Other Piggy-Back Holders who are “Purchasers”, “Investors” and/or “Holders”
under any of the Other Agreements (pro rata in accordance with the number of Registrable Securities, shares of Common Stock
or other securities which such Holders and such Other Piggy-Back Holders have requested be included in such underwritten offering
or agented offering bears to the number of Registrable Securities, shares of Common Stock and securities that all such Holders
and all such Other Piggy-Back Holders requested to be included in such Piggy-Back Registration) that can be sold without exceeding
the Maximum Threshold, (iii) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock or other securities for the account of Other Piggy-Back Holders who are not
“Purchasers”, “Investors” and/or “Holders” under any of the Other Agreements (pro rata
in accordance with the number of shares of Common Stock or other securities which such Other Piggy-Back Holders have requested
be included in such underwritten offering or agented offering bears to the number of shares of Common Stock or other securities
that all such Holders and all such Other Piggy-Back Holders requested to be included in such Piggy-Back Registration) that can
be sold without exceeding the Maximum Threshold and (iv) fourth, to the extent that the Maximum Threshold has not been
reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Threshold.


 




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7.3
Withdrawal. Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement or the pricing of an underwritten offering, as applicable. The Company (whether on its own determination
or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement without thereby incurring any liability to the
Holders. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holders in connection with such
Piggy-Back Registration as provided in Section 9.


 


Section
8. Additional Obligations of the Company and the Holders.


 


8.1
Obligations of the Company. Other than as explicitly set forth below, when the Company is required to effect the registration
of any Registrable Securities or facilitate or effect any offering pursuant to this Agreement, as applicable, subject to Section
4.3, the Company:


 


(i)
Shall not less than five (5) Trading Days prior to the filing of each Registration Statement that includes Registrable Securities
and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including
any document that would be incorporated or deemed to be incorporated therein by reference), (i) furnish to each Holder copies
of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference)
will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public
accounting firm to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder,
to conduct a reasonable investigation within the meaning of the Securities Act.


 




    	 	15	 



     


    

 


(ii)
Shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement
or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto.


 


(iii)
Shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as
to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement or the Minimum
Effective Period in the case of a Non-Shelf Demand Registration Statement and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any
comments received from the staff of the Commission with respect to a Registration Statement or any amendment thereto and provide
as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the staff of the
Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which
would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement)
with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such
Prospectus as so supplemented.


 


(iv)
In the event that any Registrable Securities included in a Registration Statement subject to, or required by, this Agreement remain
unsold at the end of the period during which the Company is obligated to maintain the effectiveness of such Registration Statement,
file a post-effective amendment to the Registration Statement for the purpose of removing such securities from registered status.


 


(v)
furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto
(in each case including all exhibits, but excluding any documents to be incorporated by reference therein that are publicly available
on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), and the Prospectus
included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities
Act as the Holders or any underwriter or Agent may reasonably request for use in and in order to facilitate the public sale or
other disposition of the Registrable Securities owned by the Holders;


 




    	 	16	 



     


    

 


(vi)
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, shall file as soon as reasonably practicable, but in any case prior to the
applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of
such Registrable Securities.


 


(vii)
Shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) of this
Section 8.1(vii), be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been
made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing)
and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A)
when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed,
(B) when the staff of the Commission notifies the Company whether there will be a “review” of such Registration Statement
and whenever the staff of the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration
Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the staff of the Commission
or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or
for additional information, (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 a 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 a Registration Statement, Prospectus or other documents so that, in the case of a 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 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, however,
in no event shall any such notice contain any information which would constitute material, non-public information regarding the
Company or any of its Subsidiaries.


 




    	 	17	 



     


    

 


(viii)
Shall use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or 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, at the earliest practicable moment.


 


(ix)
Subject to the terms of this Agreement, hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 8.1(vii).


 


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


 


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


 




    	 	18	 



     


    

 


(xii)
Upon the occurrence of any event contemplated by Section 8.1(vii) requiring the suspension of the use of the Prospectus, as promptly
as reasonably possible under the circumstances 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, shall prepare a supplement or amendment, including
a post-effective amendment, to a Registration Statement 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, neither
a Registration Statement nor such 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 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 8.1(vii) 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 best 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 8.1(vii) to suspend the availability
of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to
Section 2.4, for a period not to exceed 60 calendar days (which need not be consecutive
days) in any 12-month period.


 


(xiii)
Shall use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities
Act and the Exchange Act, including Rule 172 under the Securities Act, file any final Prospectus, including any supplement or
amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if,
at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result
thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(xiv)
Shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of
the resale of Registrable Securities and the Warrant Exercise.


 


(xv)
Shall cooperate with the Holders and the underwriters or Agents, if any, and their respective counsel in connection with any filings
required to be made with FINRA or other applicable regulatory authorities.


 


(xvi)
If a disposition of Registrable Securities takes the form of an underwritten or agented offering, any “bought deal”
or block trade, shall promptly enter into customary agreements (including, in the case of an underwritten offering, underwriting
agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and
consistent with the provisions relating to indemnification and contribution contained herein) and promptly take all other customary
actions at such times as customarily occur in similar registered offerings in order to facilitate the disposition of such Registrable
Securities and in connection therewith, including:


 




    	 	19	 



     


    

 


1.
make such representations and warranties to the Selling Holders and the underwriters, if any, in form, substance and scope as
are customarily made by issuers in similar underwritten offerings;


 


2.
obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall
be reasonably satisfactory to the Selling Holders and the Underwriter’s Representative or Agent, if any) addressed to each
Selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities
or underwritten offerings and such other matters as may be reasonably requested by such Selling Holders and the lead managing
underwriter, and the Company shall furnish to each Selling Holder a signed counterpart of any such legal opinion;


 


3.
obtain “cold comfort” letters and updates thereof from the Company’s independent registered public accounting
firm addressed to the Selling Holders, if permissible, and the underwriters, if any, which letters shall be customary in form
and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with
primary underwritten offerings, and the Company shall furnish to each Selling Holder a signed counterpart of any such comfort
letter; and


 


4.
use commercially reasonable efforts to obtain executed lock-up agreements from the officers and directors of the Company and from
the holders of more than 5% of the Company’s equity securities (who are, or whose associated persons are, bound by the Company’s
insider trading policy), if requested by the underwriters.


 


(xvii)
Shall make available to its stockholders, as soon as practicable but no later than ninety (90) days following the end of the 12-month
period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of each
Registration Statement filed pursuant to this Agreement an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.


 


(xviii)
Shall make the Company’s executive officers available for customary presentations to investors to discuss the affairs of
the Company at times that may be mutually and reasonably agreed upon (including to the extent customary, senior management participation
in due diligence calls with the underwriters (or Agent) and their counsel and, in the case of any marketed underwritten offering,
participation in any road show as reasonably requested by the lead managing underwriters for such offering), and provide the Holders,
the underwriters and their respective counsel, accountants and other advisors (the “Inspectors”) reasonable access
to its books and records as shall be reasonably requested in order to conduct a reasonable due diligence investigation within
the meaning of the Securities Act with respect to any applicable Registration Statement; provided, that such Inspectors agree
to keep such information confidential (subject to customary exceptions) unless the disclosure of such information is necessary
to avoid or correct a misstatement or omission in such Registration Statement.


 




    	 	20	 



     


    

 


(xix)
Shall, in connection with the preparation and filing of any Registration Statement, Prospectus or any amendments or supplements
thereto, (i) give the Selling Holders, the underwriters or Agent (if applicable) and their respective counsels the opportunity
to review and provide comments on such Registration Statement, each Prospectus included therein or filed with the Commission,
and each amendment thereof or supplement thereto, (ii) fairly and in good faith consider such comments in any such documents prior
to the filing thereof as the counsel to the Holders or underwriters may reasonably request, and (iii) make available such of the
Company’s representatives as shall be reasonably requested by the Holders or any underwriter for discussion of such documents;


 


(xx)
Shall provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration
Statement from and after a date not later than the effective date of such Registration Statement;


 


(xxi)
Shall cooperate with the Holders to facilitate the timely delivery, preparation and delivery of certificates (or evidence of direct
registration), with requisite CUSIP numbers, representing Registrable Securities to be sold; and


 


(xxii)
Shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities
included in each such registration.


 


8.2
Cooperation of the Holders.


 


(i)
Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex A
(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing
Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials
in accordance with Section 7.


 




    	 	21	 



     


    

 


(ii)
If requested by the Company, each selling Holder shall furnish to the Company a certified statement as to the number of shares
of Common Stock beneficially owned by such Holder and, if required by the staff of the Commission, the natural persons thereof
that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations
hereunder with respect to the registration of the Registrable Securities solely 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.


 


(iii)
In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Agreement,
each Holder agrees to reasonably cooperate with the Company in connection with the preparation of the Registration Statement,
and each Holder agrees that it will (i) respond in a timely manner to any written request by the Company to provide or verify
information regarding the Holder or the Holder’s Registrable Securities (including the proposed manner of sale) that may
be required to be included in such Registration Statement and related Prospectus pursuant to the rules and regulations of the
Commission, and (ii) provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable
Securities and such other information as may be requested by the Company from time to time in connection with the preparation
of and for inclusion in the Registration Statement and related Prospectus.


 


Section
9. Registration Expenses.


 


All
fees and expenses incident to the performance of or compliance with, this Agreement by the Company 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:


 


(i)
all registration and filing fees (including fees and expenses of the Company’s counsel and independent registered public
accounting firm) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any
Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or
Blue Sky laws (including fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions
of the Registrable Securities);


 


(ii)
printing expenses (including expenses of printing certificates for Registrable Securities);


 


(iii)
messenger, telephone and delivery expenses;


 




    	 	22	 



     


    

 


(iv)
fees and disbursements of counsel for the Company and fees and expenses for the independent certified public accountants retained
by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters);


 


(v)
any underwriting commissions, broker fees or similar fees and commissions with respect to the sale of Registrable Securities by
any Holder and the fees and expenses of one counsel selected by the Holders of a Majority-in-Interest;


 


(vi)
Securities Act liability insurance, if the Company so desires such insurance; and


 


(vii)
fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated
by this Agreement.


 


In
addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including 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.


 


Section
10. Rule 144 Compliance


 


The
Company shall use commercially reasonable efforts to file as and when applicable, on a timely basis, all reports required to be
filed by it under the Exchange Act. The Company shall use commercially reasonable efforts to make and keep current public information
available as specified in paragraphs (c) and (i)(2) of Rule 144 (or any successor rule) promulgated under the Securities Act.
The Company shall use commercially reasonable efforts to take such further action as may be reasonably required from time to time
to enable the Holders to Transfer Registrable Securities without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 or any other exemption from registration. Upon the request of any Holder, the Company will
deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof,
as well as any such other information as may be reasonably requested to allow such Holder to sell its Registrable Securities pursuant
to Rule 144. In connection with any Transfer of Registrable Securities by a Holder pursuant to Rule 144 promulgated under the
Securities Act, the Company shall cooperate with the Holder to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such
Registrable Securities to be for such number of shares and registered in such names as Holder may reasonably request at least
five (5) Business Days prior to any sale of Registrable Securities hereunder or, if practicable, and at the request of such Holder,
have such Registrable Securities delivered electronically via DWAC through the Depository Trust Company.


 




    	 	23	 



     


    

 


Section
11. Indemnification.


 


11.1
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors
and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) 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, members, stockholders, partners, agents
and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) 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 reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material
fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading or (2) 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, in connection with the performance
of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein
was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or
in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in clauses
(iii) through (vi) of Section 8.1(vii), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for
use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 12.3. 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 such indemnified person and shall survive the transfer of any Registrable Securities
by any of the Holders in accordance with Section 12.6.


 




    	 	24	 



     


    

 


11.2
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or 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 in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or 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 statement or omission is contained in any information so furnished in writing by such Holder to the
Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent,
that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or was reviewed
and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment
or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 11 and the amount
of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such
Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification
obligation.


 


11.3
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
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 counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist 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 the reasonable fees and expenses of no more
than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.
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.


 




    	 	25	 



     


    

 


Subject
to the terms of this Agreement, all reasonable 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) shall be paid to the Indemnified Party, as incurred, within ten 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 determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.


 


11.4
Contribution. If the indemnification under Section 11.1 or Section 11.2 is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, 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 fees or expenses incurred by
such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if
the indemnification provided for in this Section was available to such party in accordance with its terms.


 




    	 	26	 



     


    

 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 11.4 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. In no event shall the contribution obligation of a Holder of Registrable Securities
be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim
relating to this Section 11.4 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving
rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 11.4 from any person who was not guilty of such
fraudulent misrepresentation.


 


The
indemnity and contribution agreements contained in this Section 11 are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


Section
12. Miscellaneous.


 


12.1
Remedies. In the event of a breach by the Company or by a Holder of any of their respective 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, shall be entitled to specific performance of its rights under this Agreement. Each
of the Company and each Holder agrees 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 not assert or shall waive the defense that a remedy at law would
be adequate.


 


12.2
No Piggy-back on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule
12.2 attached hereto and the Other Registrable Securities, 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 any Registration Statements other than
the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are
registered pursuant to a Registration Statement that is declared effective by the staff of the Commission, provided that this
Section 12.2 shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this
Agreement.


 


12.3
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in clauses
(iii) through (vi) of Section 8.1(vii), 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 best efforts
to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that
any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be
subject to the provisions of Section 2.4.


 




    	 	27	 



     


    

 


12.4
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and a Majority-in-Interest, provided that, if any amendment, modification or waiver disproportionately
and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group of Holders)
shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment
done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall
be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities
shall be omitted from such Registration Statement. 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 a Holder or some Holders and that does not directly
or indirectly affect the rights of other Holders may be given only by such Holder or 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 first sentence of this Section 12.4. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.


 


12.5
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.


 


12.6
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. The Company may not assign (except by merger) its rights
or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the
Purchase Agreement.


 




    	 	28	 



     


    

 


12.7
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date of this Agreement, 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. Except as set forth on Schedule 12.7, neither the Company nor any of its Subsidiaries has previously entered into
any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied
in full.


 


12.8
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, 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 page were an original thereof.


 


12.9
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.


 


12.10
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


12.11
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 commercially 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.


 


12.12
Headings; Section References; Interpretation. The headings in this Agreement are for convenience only, do not constitute
a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof. The references herein to Sections,
unless otherwise indicated, are references to sections of this Agreement. Whenever the words “include”, “includes”,
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.


 




    	 	29	 



     


    

 


12.13
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not
joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of
the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way
acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement
or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall
not assert any such claim, with respect to such obligations or transactions. Each Holder 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
Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the
obligations of the Company was solely in the control of the Company, not the action or decision of any Holder, and was done solely
for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood
and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company
and the Holders collectively and not between and among Holders.


 


********************



(Signature
Pages Follow)


 




    	 	30	 



     


    

 


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


 


	 	LAZYDAYS
    HOLDINGS, INC.
	 	 
	 	By:
    	 
	 	Name:	                              
	 	Title:	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 	 	 



     


    

 


[SIGNATURE
PAGE OF HOLDERS TO LAZY DAYS’ RRA]


 


Name
of Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 	 	 



     


    

 


Annex
A


 


LAZY
DAYS’


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of preferred stock, warrants and common stock into which the preferred stock may convert and for
which the warrants may be exercised (collectively, the “Registrable Securities”) of Lazydays Holdings, Inc.,
a Delaware 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 stockholder 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 stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) 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 Stockholder
	 	 	 
	 	 	 
	 	 	 
	 	(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 Stockholder:


 


	 
	 
	 
	Telephone:	 
	Fax:	 
	Contact
    Person:	 


 


	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 Stockholder.


 


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 Stockholder:
	 	 	 
	 	 	 
	 	 	 


 


	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 material 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; provided, that the undersigned
shall not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its
affiliates.


 






    	 	 	 



     


    




 


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 and any amendments or supplements thereto.


 


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:	 


 


PLEASE
FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: