EXHIBIT 10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10,
2015, by and among AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), and the
several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).


 


This Agreement is made
pursuant to the Subscription Agreement, dated as of March 10, 2015, between the Company and each Purchaser (the “Purchase
Agreement”).


 


Now,
Therefore, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows:


 


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


 


“Advice”
shall have the meaning set forth in Section 6(f).


 


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


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


 


“Closing Date”
has the meaning set forth in the Purchase Agreement.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company and any securities into which such common stock may hereinafter be reclassified.


 


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


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement, the earlier of: (i) the date that is thirty
(30) calendar days following the Filing Deadline; provided, that, if the Commission reviews the filed Initial Registration
Statement, then the Effectiveness Deadline under this clause (i) shall be date that is ninety (90) calendar days following the
Filing Deadline, and (ii) the fifth (5th) Trading Day following the date on which the Company is notified by the
Commission that the Initial Registration Statement will not be reviewed or is no longer subject to further review and comments
and the effectiveness of the Initial Registration Statement may be accelerated; and, with respect to a New Registration Statement,
the earlier of: (x) the date that is thirty (30) calendar days from the applicable Filing Deadline; provided, that,
if the Commission reviews the filed New Registration Statement, then the Effectiveness Deadline under this clause (x) shall
be the date that is one hundred ninety (90) calendar days following the applicable Filing Deadline, and (y) the fifth (5th)
Trading Day following the date on which the Company is notified by the Commission that the New Registration Statement will not
be reviewed or is no longer subject to further review and comments and the effectiveness of the New Registration Statement may
be accelerated; provided, however, in each case, that if the Effectiveness Deadline falls on a Saturday, Sunday or other
day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which
the Commission is open for business.


 




    	1.



    	 



    

 


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


 


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


 


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


 


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


 


“Filing Deadline”
means, (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the date
that is thirty (30) calendar days following the Closing Date, (ii) with respect to any New Registration Statement required
to be filed pursuant to Section 2(a), the date that is thirty (30) calendar days following the date of the Company’s
receipt of written instruction from the Commission that all of the Registrable Securities cannot, as a result of the application
of Rule 415, be registered for resale as a secondary offering on a single registration statement, and (iii) with respect to
any Remainder Registration Statement, the earliest practicable date on which the Company is permitted by the SEC Guidance to file
such Remainder Registration Statement; provided, however, in each case, that if the Filing Deadline falls on a Saturday,
Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day
on which the Commission is open for business.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


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


 


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


 


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


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 




    	2.



    	 



    

 


“Principal
Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which,
as of the Closing Date, shall be the OTC Bulletin Board.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


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


 


“Register,”
“registered” and “registration” means the registration of securities for offer,
sale or resale made by preparing and filing with the Commission a Registration Statement or similar document in compliance with
the Securities Act and pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement
or document by the Commission.


 


“Registrable
Securities” means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that the Holder
has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that Shares 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) upon the earliest to occur of the following: (A) sale pursuant to a Registration
Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security);
or (B) becoming eligible for sale by the Holder, without restriction, pursuant to Rule 144.


 


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


 


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


 




    	3.



    	 



    

 


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


 


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


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and
(ii) the Securities Act.


 


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


 


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


 


“Shares”
means the shares of Common Stock purchased by and sold to the Purchasers pursuant to the Purchase Agreement.


 


“Special Registration
Statement” shall mean a registration statement relating to any employee benefit plan filed on Form S-8 or similar
form or, with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration
statement on Form S-4 or similar form, or any registration statement relating to the registration of securities issued in the Future
Financings.


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (unless the Principal
Trading Market is the OTC Bulletin Board or the “pink sheets”), or (ii) if the Common Stock is not listed on a
Trading Market (other than the OTC Bulletin Board or the OTC QB, OTC QX or “pink sheets” tier of the OTC Markets Group,
Inc.), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if
the Common Stock is not quoted on any Trading Market (other than the OTC QB, OTC QX or “pink sheets” tier of the OTC
Markets Group, Inc.), a day on which the Common Stock is quoted in the over-the-counter market as reported by the OTC QB, OTC QX
or “pink sheets” tier of the OTC Markets Group, Inc. (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and
(iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE-MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market, the OTC Bulletin Board, the OTC QB, OTC QX or “pink sheets” tier of OTC Markets Group, Inc. (or any
similar organization or agency succeeding to its function of reporting prices) on which the Common Stock is listed or quoted for
trading on the date in question.


 




    	4.



    	 



    

 


2.           Registration.


 


(a)          On
or prior to a Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial
Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise
required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan
of Distribution” section attached hereto as Annex A.  Notwithstanding the registration obligations set forth in this
subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company
that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary
offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use
its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or
(ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration
Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the
Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering;
provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use
its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in
accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated
damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to
be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially
reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities),
unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered
on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some
Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders,
subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such
Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case
may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission,
as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general,
one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder
Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s
consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall
not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to
such Holder.


 




    	5.



    	 



    

 


(b)          Subject
to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause each Registration Statement
to be declared effective by the Commission as soon as practicable following the filing thereof and, with respect to the Initial
Registration Statement or the New Registration Statement, as applicable, no later than the applicable Effectiveness Deadline (including
filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities
Act within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the
Commission that such Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness
of such Registration Statement may be accelerated) and shall use its commercially reasonable efforts to keep each Registration
Statement continuously effective under the Securities Act until the later of (i) one year after the Closing Date or (ii) such time
as all of the Registrable Securities covered by such Registration Statement have been sold thereunder or pursuant to Rule 144 or
may be sold without restriction pursuant to Rule 144 including, without limitation, volume limitations and other restrictions of
Rule 144 (the “Effectiveness Period”). The Company shall ensure that each Registration Statement (including
and as amended and modified by any amendments or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. Each Registration
Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416
under the Securities Act), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities. The Company shall request effectiveness of a Registration Statement
as of 5:00 p.m. Eastern Time on the Effective Date. The Company shall promptly notify the Holders via facsimile or e-mail of the
effectiveness of a Registration Statement within one (1) Business Day after the date on which the Company confirms effectiveness
with the Commission, which confirmation shall initially be the date requested for effectiveness of a Registration Statement. The
Company shall, by 9:30 a.m. Eastern Time on the first Trading Day after the Effective Date, file a Prospectus with the Commission
pursuant to Rule 424. Failure to so notify the Holders on or before the second Trading Day after such notification or effectiveness
or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(c) unless notice of effectiveness
and/or the final Prospectus is available to the Purchasers on EDGAR on or before the second Trading Day after such notification
or effectiveness, in which case the Purchasers shall be deemed to have received notice of effectiveness.


 




    	6.



    	 



    

 


(c)          If:
(i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the
Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or
otherwise does not become effective) for any reason on or prior to the applicable Effectiveness Deadline or (iii) after its
Effective Date, (A) such Registration Statement ceases for any reason (including without limitation by reason of a stop order,
or the Company’s failure to update the Registration Statement, but excluding the inability of any Holder to sell the Registrable
Securities covered thereby due to market conditions), to remain continuously effective during the Effectiveness Period as to all
Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus
therein to resell such Registrable Securities, in the case of (A) and (B), for an aggregate of more than 20 consecutive Trading
Days or for more than an aggregate of 40 Trading Days in any 12-month period (which need not be consecutive), other than as a result
of a breach of this Agreement by a Holder (any such failure or breach in clauses (i) through (iii) above being referred
to as an “Event,” and, for purposes of clauses (i) or (ii), the date on which such Event occurs,
or for purposes of clause (iii), the date on which such 20 consecutive Trading Day or 40 Trading Day period (as applicable) is
exceeded, being referred to as “Event Date”), then in lieu of any other rights available to the Holders
hereunder or under applicable law: on each monthly anniversary of each such Event Date (if the applicable Event shall not have
been cured by any such date) until the applicable Event is cured or all of the Registrable Securities covered by such Registration
Statement have been sold or may be sold without restrictions pursuant to Rule 144, the Company shall pay to each Holder an amount
in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant
to the Purchase Agreement for any Registrable Securities then held by such Holder that are not Excluded Securities (which remedy
shall be exclusive of any other monetary remedies available under this Agreement or under applicable law). The parties agree that
the Company will not be liable for liquidated damages under this Section 2(c) with respect to any Shares that are excluded from
the Initial Registration Statement or the New Registration Statement, as applicable, by the Commission as a result of the application
of Rule 415 (“Excluded Securities”). If the Company fails to pay any liquidated damages pursuant to this
Section 2(c) in full within seven (7) Business Days after the date payable, the Company will pay interest thereon at a rate
of 12% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except
in the case of the first Event Date. In the event that the Company registers some but not all of the Registrable Securities, the
1.0% of liquidated damages referred to above for any monthly period shall be reduced to equal the percentage determined by multiplying
1.0% by a fraction, the numerator of which shall be the number of the applicable Holder’s Registrable Securities for which
there is not an effective Registration Statement at such time and the denominator of which shall be the number of such Holder’s
Registrable Securities at such time, which amount shall be paid only to the Holders of Registrable Securities for which there is
not an effective Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default
or liquidated damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement
on a timely basis results from (i) the failure of a Purchaser to timely provide the Company with information requested by
the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in
which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser until the Company
is able to include such Registrable Securities in a Registrations Statement as required by Section 2(e)) or (ii) events or
circumstances that are not in any way attributable to the Company’s actions or inactions. Notwithstanding anything to the
contrary set forth herein, the maximum amount of liquidated damages payable to any Holder shall not exceed 6.0% of the gross proceeds
received from such Holder for the sales of Shares to such Holder hereunder.


 




    	7.



    	 



    

 


(d)          The
Company shall not, from the date hereof until the date that is 60 days after the Effective Date of the Registration Statement,
prepare and file with the Commission a registration statement relating to an offering for its own account under the Securities
Act of any of its equity securities other than a Special Registration Statement unless the closing bid price for the Common Stock
on the Trading Day prior to the date of filing any such registration statement, as reported by the Principal Trading Market, was
greater than the Purchase Price. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with
the Commission a registration statement relating to an offering of Common Stock by existing stockholders of the Company under the
Securities Act pursuant to the terms of registration rights held by such stockholders.


 


(e)          Each
Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than ten (10) Trading Days
following the date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder
in a Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder
has returned to the Company a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns
a Selling Stockholder Questionnaire after the deadline specified in the first sentence of this Section 2(e), the Company shall
use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling security holder in
the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore
included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire. Each
Holder acknowledges and agrees that (i) the information in the Selling Stockholder Questionnaire will be used by the Company in
the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement,
and (ii) if the Holder does not complete the Selling Stockholder Questionnaire, or does not complete the Selling Stockholder Questionnaire
by the time specified in the first sentence of this Section 2(e) and the Company does not name such Holder as a selling security
holder in the Registration Statement or any pre-effective or post-effective amendment thereto or include (to the extent not theretofore
included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire after
the use of its commercially reasonable efforts to do so, then the Holder shall not be entitled to be named in a Registration Statement
or to receive liquidated damages to the extent resulting from the failure of the Company to name such Holder in a Registration
Statement.


 


3.           Registration
Procedures.


 


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


 


(a)          Not
less than five (5) Trading Days prior to the filing of a Registration Statement and not less than one (1) Trading Day prior to
the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), the Company shall furnish to each Holder
whose Registrable Securities are included in such Registration Statement or counsel designated by such Holders copies of such Registration
Statement, Prospectus or amendment or supplement thereto, as 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 Holder or such counsel (it being acknowledged
and agreed that if a Holder does not object to or comment on the aforementioned documents within such five (5) Trading Days
or one (1) Trading Day period, as the case may be, then the Holder shall be deemed to have consented to and approved the use
of such documents). The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which
the Holders of at least a majority of the Registrable Securities included in such Registration Statement reasonably object in good
faith, provided that, the Company is notified of such objection in writing within the five (5) Trading Days or one (1) Trading
Day period described above, as applicable.


 




    	8.



    	 



    

 


(b)          (i) Prepare
and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective
as to the applicable Registrable Securities for its Effectiveness Period 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 practicable
to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly
as reasonably practicable, provide the Holders true and complete copies of all correspondence from and to the Commission relating
to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments that would
result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with
the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered
by a Registration Statement during the applicable Effectiveness Period (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as
so supplemented; provided, however, that if notified by the Company pursuant to Section 3(m), each Purchaser shall be responsible
for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Shares (including in accordance with
Rule 172 under the Securities Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the
plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities
laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or
any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the Commission as soon as reasonably practicable after
the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed
or, if later, when required pursuant to applicable federal securities laws.


 




    	9.



    	 



    

 


(c)          Notify
the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than one (1) Trading Day prior to such filing, in the case of (iii) and (iv) below, not more than one
(1) Trading Day after such issuance or receipt, in the case of (v) below, not less than one (1) Trading Day after a determination
by the Company that the financial statements in any Registration Statement have become ineligible for inclusion therein and, in
the case of (vi) below, not more than three (3) Trading Days after the occurrence or existence of such development) 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 Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the
Commission comments in writing on any Registration Statement; and (C) with respect to each Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to
the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of
the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration
Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may
be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light
of the circumstances under which they were made), not misleading; and (vi) the occurrence or existence of any pending development
with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not
in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any
and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure
by a Holder is required by law.


 


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


 


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


 




    	10.



    	 



    

 


(f)          Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify, unless an
exemption from registration and qualification applies, the Registrable Securities for offer and sale or resale under the securities
or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each such
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 the Registration
Statements; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or to take any action that would subject the Company to general service of process in any jurisdiction
where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject.


 


(g)          If
requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may reasonably request. In connection therewith, if
required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the Registration Statement
cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer
agent, together with any other authorizations, certificates and directions required by the transfer agent, which authorize and
direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable
Securities under the Registration Statement.


 


(h)          Following
the occurrence of any event contemplated by Section 3(c)(iii) through (vi), as promptly as reasonably practicable, prepare
a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading.


 


(i)          (i) In
the time and manner required by the Principal Trading Market, prepare and file with such Trading Market any additional shares listing
application that may be required by such Trading Market covering all of the Registrable Securities, (ii) use reasonable best
efforts to take all steps necessary to cause such Registrable Securities to be approved for listing on the Principal Market as
soon as possible thereafter, (iii) if requested by any Holder, provide such Holder evidence of such listing, and (iv) so long
as any other shares of Common Stock shall be so listed, during the Effectiveness Period, use reasonable best efforts to maintain
the listing of such Registrable Securities on the Principal Market.


 




    	11.



    	 



    

 


(j)          In
order to enable the Holders to sell Shares under Rule 144, for a period of one year from the Closing, the Company covenants
to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. During such one year period, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange
Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the
Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements
in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section
13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would
have been required to have been made under the Exchange Act. The Company further covenants that it will use commercially reasonable
efforts to take such further action as any Holder may reasonably request, to the extent required to enable such Holder to sell
its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act if, and for such period of time during the Effectiveness Period when, a Registration Statement
covering such Holder’s Registrable Securities is not effective, including compliance with the provisions of the Purchase
Agreement relating to the transfer of the Shares.


 


(k)          The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of
Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural
persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the
Commission, FINRA or any state securities commission. During any periods that the Company is unable to meet its obligations hereunder
with respect to the registration of Registrable Securities because any Holder fails to furnish such information within three (3)
Trading Days of the Company’s request, any liquidated damages that are accruing at such time shall be tolled and any Event
that may otherwise occur solely because of such delay shall be suspended until such information is delivered to the Company.


 


(l)          The
Company shall promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request, provided that the Company
shall have no such obligation to deliver the Prospectus or Prospectuses that are available on the Commission’s EDGAR system.
The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the Holders in connection
with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto to
the extent permitted by federal and state securities laws and regulations.


 


(m)          The
Company shall comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act,
including, without limitation, 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 make available 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.


 




    	12.



    	 



    

 


4.           Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state securities or Blue
Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the
Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) with respect to any
filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with
FINRA pursuant to FINRA Rule 5110 (or any successor rule), so long as the broker is receiving no more than a customary brokerage
commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates
for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on the Principal Trading Market as required hereunder. In no event shall the Company be responsible
for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction
Documents, any legal fees or other costs of the Holders.


 




    	13.



    	 



    

 


5.           Indemnification.


 


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


 


(b)          Indemnification
by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify, defend
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 upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the extent that, such untrue statements, alleged
untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing
to the Company by such Holder expressly for use therein, (ii) to the extent that such information relates to such Holder or
such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly
for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence
of an event of the type specified in Section 3(c)(iii)-(vi), to the extent related to the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice. In no event shall the liability of any selling Holder under this Section 5(b)
be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 




    	14.



    	 



    

 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all
reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Section 5,
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 proximately and materially adversely prejudiced the Indemnifying
Party.


 


An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have
the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that
the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for
all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 


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


 




    	15.



    	 



    

 


(d)          Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other
reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its
terms.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or
by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances
where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards
set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


 


6.           Miscellaneous.


 


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


 




    	16.



    	 



    

 


(b)          Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, except
for, and as provided in the Transaction Documents.


 


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


 


(d)          Suspension
of Trading. At any time after the Registrable Securities are covered by an effective Registration Statement, the Company may
deliver to the Holders of such Registrable Securities a certificate (the “Suspension Certificate”) approved
by the Chief Executive Officer or Chief Financial Officer of the Company and signed by an officer of the Company stating that the
effectiveness of and sales of Registrable Securities under the Registration Statement would:


 


(i)          materially
interfere with any transaction that would require the Company to prepare financial statements under the Securities Act that the
Company would otherwise not be required to prepare in order to comply with its obligations under the Exchange Act, or


 


(ii)         require
public disclosure of a material transaction or event prior to the time such disclosure might otherwise be required.


 


Upon receipt of a Suspension
Certificate by Holders of Registrable Securities, such Holders of Registrable Securities shall refrain from selling or otherwise
transferring or disposing of any Registrable Securities then held by such Holders for a specified period of time (a “Suspension
Period”) that is customary under the circumstances (not to exceed twenty (20) days). Notwithstanding the foregoing
sentence, the Company shall be permitted to cause Holders of Registrable Securities to so refrain from selling or otherwise transferring
or disposing of any Registrable Securities for the reasons set forth in clause (i) and (ii) of this Section 6(e) on only two
(2) occasions during each twelve (12) consecutive month period that the Registration Statement remains effective with no less
than sixty (60) calendar days in between Suspension Periods; provided that nothing in this sentence shall be construed
to limit the Company’s ability to suspend the effectiveness of a Registration Statement and/or cause the Holders to suspend
dispositions of the Registrable Securities thereunder as provided in this Agreement for reasons other than those set forth in clause
(i) and (ii) of this Section 6(d). The Company may impose stop transfer instructions to enforce any required agreement of
the Holders under this Section 6(d). Immediately after the end of any Suspension Period, provided that the Effectiveness Period
continues at such time, the Company shall take all necessary actions (including filing any required supplemental prospectus) to
restore the effectiveness of the applicable Registration Statement and the ability of the Holders to publicly resell, pursuant
to such effective Registration Statement, their Registrable Securities covered by such Registration Statement.


 




    	17.



    	 



    

 


(e)          Piggyback
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering Registrable
Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity securities, other than on a Special
Registration Statement, then the Company shall deliver to each Holder a written notice of such determination and, if within seven
days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however,
that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are (i) eligible
for resale pursuant to Rule 144 without volume or manner-of-sale restrictions or (ii) the subject of a then-effective Registration
Statement.


 


(f)          Discontinued
Disposition. Each Holder hereby expressly makes the acknowledgements and agreements set forth in Section 4.11 and 4.12
of the Purchase Agreement with respect to any Registrable Securities. Without limiting the generality of the foregoing, each Holder
further agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c)(iii)-(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the Registration Statement until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide
appropriate stop orders to enforce the provisions of this Section 6(f). 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(c) as qualified by Section 3(a).


 


(g)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified, supplemented
or waived unless the same shall be in writing and signed by the Company and Holders holding at least a majority of the then outstanding
Registrable Securities; provided, however, that no amendment, modification, supplement or waiver that materially adversely
impacts the liquidity of any Holder be effective without the written consent of such Holder. 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 by Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence
may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence.


 


(h)          Term.
The registration rights provided to the Holders of Registrable Securities hereunder, and the Company’s obligation to keep
the Registration Statements effective, shall terminate at the end of the Effectiveness Period. Notwithstanding the foregoing, Section 2(c),
Section 4, Section 5, Section 6(i), Section 6(l), Section 6(m), Section 6(n), Section 6(o), Section
6(p) and Section 6(q) shall survive the termination of this Agreement.


 




    	18.



    	 



    

 


(i)          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.


 


(j)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights or
obligations hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities (other
than by merger or consolidation or to an entity which acquires the Company including by way of acquiring all or substantially all
of the Company’s assets). The rights of the Holders hereunder, including the right to have the Company register Registrable
Securities pursuant to this Agreement, may be assigned by each Holder to transferees or assignees of all or any portion of the
Registrable Securities (but only with all related obligations) that after such assignment holds at least 500,000 shares of Registrable
Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), but
only if (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under
this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the
Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect
to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the
written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company
to be bound by all of the provisions contained herein that apply to the “Holders” and (iv) the transferee is an
“accredited investor,” as that term is defined in Rule 501 of Regulation D.


 


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


 


(l)          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.


 




    	19.



    	 



    

 


(m)          Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


(n)          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 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.


 


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


 


(p)          Currency.
Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars. All amounts owing under
this Agreement are in United States Dollars. All amounts denominated in other currencies shall be converted in the United States
Dollar equivalent amount in accordance with the applicable exchange rate in effect on the date of calculation.


 


(q)          Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


(r)          Waiver
of Conflicts. Each Purchaser acknowledges that: (i) it has read this Agreement; (ii) it has been represented in the preparation,
negotiation and execution of this Agreement by legal counsel of its own choice or has voluntarily declined to seek such counsel;
and (iii) it understands the terms and consequences of this Agreement and is fully aware of the legal and binding effect of this
Agreement. Each Purchaser understands that the Company has been represented in the preparation, negotiation and execution of this
Agreement by Morrison & Foerster LLP, Company Counsel, and that Morrison & Foerster LLP has not represented any Purchaser
or any stockholder, director or employee of the Company in the preparation, negotiation and execution of this Agreement. Each Purchaser
acknowledges that Morrison & Foerster LLP may have in the past represented and may now or may in the future represent one or
more Purchasers or their Affiliates in matters unrelated to the transactions contemplated by this Agreement, including the representation
of such Purchasers or their Affiliates in matters of a nature similar to those contemplated by this Agreement. The Company and
each Purchaser hereby acknowledge that they have has had an opportunity to ask for and have obtained information relevant to such
representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and hereby waives
any conflict arising out of such representation with respect to the matters contemplated by this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE PAGES TO FOLLOW]


 




    	20.



    	 



    

 


In
Witness Whereof, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	AMPLIPHI BIOSCIENCES CORPORATION
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:  


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE PAGES OF HOLDERS TO FOLLOW]


 




    	21.



    	 



    

 


In
Witness Whereof, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	22.



    	 



    

 


Annex A


 


PLAN OF DISTRIBUTION


 


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


 


The selling stockholders
may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter
market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses
or block transactions. The selling stockholders may use any one or more of the following methods when selling shares:


 


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



 


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



 


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



 


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



 


		·	privately negotiated transactions;



 


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



 


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



 


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



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 




    	23.



    	 



    

 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus,
provided that they meet the criteria and conform to the requirements of those provisions.


 


Broker-dealers engaged
by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such
transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions
will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110.


 


In connection with sales
of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in
positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place
after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver shares
of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short
sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares,
to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing,
the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short
sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared
effective by the SEC.


 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them
and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders
to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders
also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 






    	24.



    	 



    

 


The selling stockholders
and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid,
or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased
by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities
Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.


 


Each selling stockholder
has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling
stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block
trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such
selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at
which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated
by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive
fees, commissions and markups, which, in the aggregate, would exceed eight percent (8%).


 


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


 


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


 


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


 




    	25.



    	 



    

 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation,
Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws;
provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any,
and any legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities
under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to contribution.
We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in
accordance with the related registration rights agreements, or we may be entitled to contribution.


 




    	26.



    	 



    

 


Annex B


 


AMPLIPHI BIOSCIENCES
CORPORATION


 


SELLING STOCKHOLDER
NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of the common stock, par value $0.01 per share, of AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”),
issued pursuant to a certain Subscription Agreement by and among the Company and the Purchasers named therein, dated as of March
10, 2015 (the “Agreement” and such shares, the “Registrable Securities”), understands
that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration
Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and a
related Registration Rights Agreement (the “Registration Rights Agreement”). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Agreement.


 


In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will
be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and
be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must also
complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of
Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Trading Days
following the date of the Agreement (1) will not be named as selling stockholders in the Registration Statement or the Prospectus
and (2) may not use the Prospectus for resales of Registrable Securities.


 


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


 


NOTICE


 


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


 


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


 




    	27.



    	 



    

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
listed in Item 3 below are held:



	 
	 
	 
	 
	 
	 
	 
	 


 


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



	 
	 
	 
	 
	 
	 


 


		2.	Address for Notices to Selling Stockholder:



	 
	 
	 
	 
	 
	 
	 
	 


 


	Telephone:	 


 


	Fax:	 


 


	Contact Person:	 


 


	E-mail address of Contact Person:	 


 




    	28.



    	 



    

 


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



 


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



	 
	 
	 
	 
	 
	 
	 
	 


 


		(b)	Number of shares of Registrable Securities listed in Item 3(a) that the Selling Stockholder requests
be registered for resale pursuant to the Registration Statement:



	 
	 
	 
	 
	 
	 
	 
	 


 


		4.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


	Yes	 	No	 


 


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



 


	Yes	 	No	 


 


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



 


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



 


	Yes	 	No	 


 




    	29.



    	 



    

 


		Note:	If yes, provide a narrative explanation below:



	 
	 
	 
	 
	 
	 


 


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



 


	Yes	 	No	 


 


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



 


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



 


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


 


		(a)	Type and amount of other securities of the Company beneficially owned (if none, so state):



	 
	 
	 
	 
	 
	 
	 
	 


 


		6.	Relationships with the Company:



 


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


 




    	30.



    	 



    

 


State any exceptions here:


	 
	 
	 
	 
	 
	 


 


		7.	Plan of Distribution:



 


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


 


State any exceptions here:


	 
	 
	 
	 
	 
	 


 


***********


 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof and prior to the effective date of any applicable Registration Statement and at any time the Company reasonably requests
while the Registration Statement remains effective. All notices hereunder and pursuant to the Agreement and the Registration Rights
Agreement shall be made in writing and delivered as set forth in the Agreement and the Registration Rights Agreement. In the absence
of any such notification, the Company shall be entitled to rely and continue to rely on the accuracy of the information in this
Notice and Questionnaire.


 


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


 


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


 




    	31.



    	 



    

 


The undersigned hereby
acknowledges and is advised of the following Division of Corporation Financing Compliance and Disclosure Interpretation 239.10
regarding short selling:


 


“An issuer filed
a Form S-1 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders
wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the
effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective,
because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a
violation of Section 5 if the shares were effectively sold prior to the effective date.”


 


By returning this Questionnaire,
the undersigned will be deemed to be aware of the foregoing interpretation. The acknowledgements by and agreements of the Selling
Stockholder set forth in this Notice and Questionnaire shall be in addition to, and shall not limit the scope and applicability
of, the representations, warranties and covenants made by such Selling Stockholder in the Agreement and the Registration Rights
Agreement.


 


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


 


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.


 


	Dated:	 	 	Selling Stockholder:
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:


 


PLEASE FAX A COPY OF THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


	Morrison & Foerster LLP	Tel: (202) 887-1500
	2000 Pennsylvania Avenue, NW	Fax: (202) 887-0763
	Suite 6000	Email: SThau@mofo.com
	Washington DC 20006	 
	Attention: Stephen B. Thau	 


 




    	32.