Exhibit 10.7


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2015, is by and among Neurotrope, Inc., a
Nevada corporation (the “Company”), and each of the buyers identified on the attached Exhibit A
(each, a “Buyer,” and collectively, the “Buyers”).


 


RECITALS


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto, dated as of November 13, 2015 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Buyer (i) the Series B Shares (as defined in the Securities Purchase Agreement) which will
be convertible into Underlying Series B Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of
the Series B Shares and (ii) the Warrants (as defined in the Securities Purchase Agreement) which will be exercisable to purchase
Warrant Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Warrants.


 


B.           To
induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “1933 Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:


 


1.          Definitions.


 


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


 


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


 


(b)          “Broker”
means the holder(s) of the Broker Warrant Shares.


 


(c)          “Broker
Warrants” shall have the meaning set forth in Section 3(g) of the Disclosure Schedule to the Securities Purchase Agreement,
as further set out in the Engagement Letter.


 


(d)          “Broker
Warrant Shares” means the shares of Common Stock issuable upon exercise of the Broker Warrants.


 




     


     


    

 


(e)          “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


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


 


(g)          “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) 90th calendar day after the Closing Date or, in the event that the SEC or the Staff (as defined
below) cause a delay in the effectiveness of such Registration Statement due to comments regarding the number of shares being registered,
then the 120th calendar day after the Closing Date and (B) 2nd Business Day after the date the Company is
notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will
not be subject to further review and (ii) with respect to any additional Registration Statements that may be required to be filed
by the Company pursuant to this Agreement, the earlier of the (A) 90th calendar day following the date on which the
Company was required to file such additional Registration Statement or, in the event that the SEC or the Staff (as defined below)
cause a delay in the effectiveness of such Registration Statement due to comments regarding the number of shares being registered,
then the 120th calendar day after the Closing Date and (B) 2nd Business Day after the date the Company is
notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will
not be subject to further review; provided, however, if such day is not a Business Day, the “Effectiveness Deadline”
means the first Business Day thereafter.


 


(h)          “Engagement
Letter” means the Engagement Letter, dated April 9, 2015, by and between the Company, Katalyst Securities LLC (“Katalyst”)
and Trout Capital LLC, as amended on August 25, 2015, and as further amended by and between the Company and Katalyst on November
2, 2015.


 


(i)          “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the 30th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional
Registration Statement pursuant to the terms of this Agreement; provided, however, if such day is not a Business Day, the “Effectiveness
Deadline” means the first Business Day thereafter.


 


(j)          “Holder”
means the Investors and the Broker.


 


(k)          “Investor”
means a Buyer or any transferee or assignee of any Registrable Securities, Series B Shares or Warrants, as applicable, to whom
a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities, Series B
Shares or Warrants, as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 9.


 




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(l)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.


 


(m)          “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness
of such Registration Statement(s) by the SEC.


 


(n)          “Registrable
Securities” means (i) the Broker Warrant Shares, (ii) the Underlying Series B Shares, (iii) the Warrant Shares and (iv)
any capital stock of the Company issued or issuable with respect to the Underlying Series B Shares, the Warrant Shares, the Series
B Shares or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are
converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of
Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Series B Shares or
exercise of the Warrants; provided, however, that the term “Registrable Securities” shall not include any underlying
Series B Shares, Warrant Shares or any capital stock of the Company issued or issuable with respect to the Underlying Series B
Shares, the Warrant Shares, the Series B Shares or the Warrants that are sold pursuant to a registration statement that has been
declared effective under the Securities Act by the SEC.


 


(o)          “Registration
Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
Registrable Securities.


 


(p)          “Required
Registration Amount” means 150% of the sum of (i) the maximum number of Underlying Series B Shares issued and issuable
pursuant to the Series B Shares, (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, and (iii)
the maximum number of Broker Warrant Shares issued and issuable pursuant to the Broker Warrants, in each case, as of the Trading
Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations
on the conversion of the Series B Shares or the exercise of the Warrants set forth therein), all subject to adjustment as provided
in Section 2(d).


 


(q)          “Rule
144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC that may at any time permit the Holders to sell securities of the Company
to the public without registration.


 


(r)          “Rule
415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


(s)          “SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 




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2.          Registration.


 


(a)          Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC an initial Registration Statement on Form S-3 (or equivalent) or, if the Company is not eligible to use Form S-3, Form
S-1 (or equivalent) covering the resale of all of the Registrable Securities, provided that such initial Registration Statement
shall (subject to reduction pursuant to Section 2(f) below) register for resale at least the number of shares of Common Stock equal
to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC. Such initial Registration
Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except
if otherwise directed by each of the Buyers or the SEC) the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit C. The Company shall use its best efforts to have such
initial Registration Statement, and each other Registration Statement required to filed pursuant to the terms of this Agreement,
declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such
Registration Statement.


 


(b)          Legal
Counsel. Subject to Section 5 hereof, each of Iroquois Master Fund Ltd. (“Iroquois”) and Katalyst shall
have the right to select one (1) legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal
Counsel”), which, for Iroquois, shall be Sanders Ortoli Vaughn-Flam Rosenstadt LLP or such other counsel as thereafter
designated by Iroquois, and, for Katalyst, shall be Barbara Glenns or such other counsel as thereafter designated by Katalyst.


 


(c)          Use
of Form S-3. The Company shall undertake to register the resale of all the Registrable Securities on Form S-3 as soon as such
form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until
such time as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective
by the SEC and the prospectus contained therein is available for use.


 


(d)          Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement or a Holder’s allocated portion
of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or
file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at
least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or
new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) Business Days after
the necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff will permit
such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC).
The Company shall use its best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement
(as the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no event later
than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number
of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement is less than
the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth
in the foregoing sentence shall be made without regard to any limitations on (i) conversion of the Series B Shares (and such calculation
shall assume that the Series B Shares are then fully convertible into shares of Common Stock at the then-prevailing applicable
Conversion Price) and (ii) exercise of the Warrants (and such calculation shall assume that the Warrants are then fully exercisable
for shares of Common Stock at the then-prevailing applicable Exercise Price).


 




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(e)          Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering
the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section
2(f) but subject to reduction pursuant to 2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed
with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing Failure”) (it being
understood that if the Company files a Registration Statement without affording Legal Counsel the opportunity to review and comment
on the same as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event
shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such
Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately
following the Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus
for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus
is technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall
be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after
the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration
Statement (disregarding any reduction pursuant to Section 2(f) but subject to reduction pursuant to 2(f)) cannot be made pursuant
to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective,
a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension
or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market, or a failure to register a sufficient
number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not available for use for
any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for any reason or
the prospectus contained therein is not available for use for any reason, the Company fails to file with the SEC any required reports
under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable)
(a “Current Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable
Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for
the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common
Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each
holder of Registrable Securities (excluding the Broker) relating to such Registration Statement an amount in cash equal to one
percent (1%) of such Investor’s Stated Value (as defined in the certificate of designations, preferences and rights for the
Series B Stock (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information
Failure, as applicable, and (2) two percent (2%) of such Investor’s Stated Value on every thirty (30) day anniversary of
(I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured;
(III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier
of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required
pursuant to Rule 144 (in each case, pro-rated for periods totaling less than thirty (30) days). The payments to which a holder
of Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay
Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid
on the first (1st) Business Day immediately following the date of such event or failure, as set forth above), without
limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30)
day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business
Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the
foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated
for partial months), or the maximum rate of interest allowable under applicable law, until paid in full. Notwithstanding the foregoing,
no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a
suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any
period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under
Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule
144(c)(1) (or Rule 144(i)(2), if applicable). Furthermore, notwithstanding the foregoing, no Registration Delay Payment shall be
required with respect to any delay or limitation resulting from any subject matter described in Section 2(f) below.


 




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(f)          Offering.
Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”)
or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting
an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC
do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such
an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise
may be acceptable to Legal Counsel) without being named therein as an “underwriter,” then the Company shall reduce
the number of shares to be included in such Registration Statement by all Holders until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall
reduce the number of shares to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities
otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of
Holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which
event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders
on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all
such Holders), provided that in the event of any such pro rata reduction,


 




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		(i)	The number of Broker Warrant Shares shall first be reduced
until all Broker Warrant Shares have been eliminated from such Registration Statement (if so required),



 


		(ii)	the number of Series E Warrant Shares shall first be
reduced until all Series E Warrant Shares have been eliminated from such Registration Statement (if so required),



 


		(iii)	then the number of Series D Warrant Shares shall first
be reduced until all Series D Warrant Shares have been eliminated from such Registration Statement (if so required),



 


		(iv)	then the number of Series C Warrant Shares shall first
be reduced until all Series C Warrant Shares have been eliminated from such Registration Statement (if so required),



 


		(v)	then the number of Series A Warrant Shares shall be reduced
until all Series B Warrant Shares have been eliminated from such Registration Statement (if so required),



 


		(vi)	then the number of Series B Warrant Shares shall be reduced
until all Series A Warrant Shares have been eliminated from such Registration Statement (if so required), and



 


		(vii)	then the number of Underlying Series B Shares shall be
reduced until all Underlying Series B Shares have been eliminated from such Registration Statement (if so required).



 


In addition, in the event
that the Staff or the SEC requires any Holder seeking to sell securities under a Registration Statement filed pursuant to
this Agreement to be specifically identified as an “underwriter” in order to permit such Registration
Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then,
in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until
such time as the Staff or the SEC does not require such identification or until such Holder accepts such identification and the
manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those
issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant
to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company
signed by such Investor, the Company to file a registration statement within six (6) months of such request (subject to any restrictions
imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor,
and the Company shall following such request cause to be and keep effective such registration statement in the same manner
as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i)
all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement
in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction
(including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to
“affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable
to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration
Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor
multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor
as contemplated above).


 




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(g)          Piggyback
Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, if there
is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not
available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form
S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option
or other employee benefit plans, or any (post-effective) amendments or supplements on form S-3 or other form to SEC Registration
No. 333- 333-200664), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen
(15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided,
however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible
for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for
current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective
Registration Statement.


 


(h)          Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number of Registrable
Securities held by each Holder at the time such Registration Statement covering such initial number of Registrable Securities or
increase thereof is declared effective by the SEC. In the event that a Holder sells or otherwise transfers any of such Holder’s
Registrable Securities, each transferee or assignee (as the case may be) that becomes a Holder shall be allocated a pro rata portion
of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee
(as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Holders,
pro rata based on the number of Registrable Securities then held by such Holders which are covered by such Registration Statement.


 




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(i)          No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement without the prior written consent of (i) the Investors holding a majority of the Registrable Securities
at that time and (ii) Iroquois Master Fund Ltd. (or any “affiliate” (as defined in Rule 405 promulgated under the U.S.
Securities Act of 1933, as amended to which it has transferred Registrable Securities) as long as Iroquois Master Fund Ltd. (or
such affiliate) is a holder of Registrable Securities on the applicable date. Except as disclosed in the Securities Purchase Agreement,
including the Disclosure Schedule related thereto, until the Applicable Date, the Company shall not enter into any agreement providing
any registration rights to any of its security holders.


 


3.          Related
Obligations.


 


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


 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but
in no event later than the applicable Filing Deadline but subject to reduction pursuant to 2(f)) and use its best efforts to cause
such Registration Statement to become effective as soon as practicable after such filing (but in no event later than the Effectiveness
Deadline). Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus
contained therein available for use) pursuant to Rule 415 for resales by the Holders on a delayed or continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earlier of (i) the date as of which all of the Holders may sell all
of the Registrable Securities required to be covered by such Registration Statement (disregarding any reduction pursuant to Section
2(f)) without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current
public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Holders shall have
sold all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). Notwithstanding
anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective,
each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) 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 and
(2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material
information regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day after the
later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the Staff or
that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent of Legal
Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of effectiveness
of such Registration Statement to a time and date not later than the earlier of (i) 5:00 p.m. on the date two Business Days after
the submission of such request, and (ii) forty-eight (48) hours after the submission of such request.


 




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(b)          Subject
to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,
post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such
Registration Statement, which prospectus (including any supplement thereto) is to be filed pursuant to Rule 424 promulgated under
the 1933 Act, as may be necessary to keep each such Registration Statement effective at all times during the Registration Period
for such Registration Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition
of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately
following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final
prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus
is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required
to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-Q or Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934
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 SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement such Registration Statement.


 


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


 




    	 	10	 



     


    

 


(d)          The
Company shall promptly furnish to each Holder whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein
by reference, if requested by a Holder, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Holder may reasonably request from time to time), if requested by a Holder and (iii) such
other documents (including, without limitation, copies of any preliminary or final prospectus) as such Holder may reasonably request
from time to time in order to facilitate the disposition of the Registrable Securities owned by such Holder.


 


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


 


(f)          The
Company shall notify Legal Counsel and each Holder in writing of the happening of any event, as promptly as practicable after becoming
aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly
prepare a supplement or amendment to such Registration Statement and such prospectus contained therein to correct such untrue statement
or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Holder (or such other number
of copies as Legal Counsel and each Holder may reasonably request). The Company shall also promptly notify Legal Counsel and each
Holder in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal
Counsel and each Holder by e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written
notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the
Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and
(iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information
relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond
as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto.
The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement
or any amendment thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered
to the SEC no later than ten (10) Business Days after the receipt thereof).


 




    	 	11	 



     


    

 


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


 


(h)          If
any Holder or the Broker may be required under applicable securities law to be described in any Registration Statement as an underwriter
and such Holder consents to so being named an underwriter, at the request of any such Holder, the Company shall furnish to such
Holder, on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as such
Holder may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to the Holders, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily given (by Company counsel) in an underwritten public
offering, addressed to such Holder.


 


(i)          If
any Holder may be required under applicable securities law to be described in any Registration Statement as an underwriter and
such Holder consents to so being named an underwriter, upon the written request of such Holder, the Company shall make available
for inspection by (i) such Holder, (ii) legal counsel for such Holder and (iii) one (1) firm of accountants or other agents retained
by such Holder (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary
by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any
disclosure (except to such Holder) or use of any Records or other information which the Company’s executive officers or board
of directors determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1)
the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is
otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or (3) the information in such Records has been made generally
available to the public other than by disclosure in violation of this Agreement, any other Transaction Document or other agreement
between the Company and such Holder, if any. Such Holder agrees that it shall, upon learning that disclosure of such Records is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Holder,
if any) shall be deemed to limit any Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.


 




    	 	12	 



     


    

 


(j)          The
Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed
in such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena
or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document.
The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt written notice to such Holder and allow such
Holder, at such Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.


 


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


 




    	 	13	 



     


    

 


(l)          The
Company shall cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely (i) credit of such number of Registrable Securities to the Holder’s or its designee’s balance account with
DTC through its Deposit/Withdrawal At Custodian system preparation, provided the Transfer Agent is participating in the DTC Fast
Automated Securities Transfer Program and (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as
the Holders may reasonably request from time to time and registered in such names as the Holders may request.


 


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


 


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


 


(o)          To
the extent required by the 1933 Act, the Company shall make generally available to its security holders as soon as practical, but
not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and
in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than
the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.


 


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


 


(q)          Within
one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company
shall deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are
included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in
substantially the form attached hereto as Exhibit B, provided that if the transfer agent shall require reasonable
changes to such letter (including an opinion of legal counsel as to the removal of any restrictive legends following any sale of
the Registrable Securities pursuant to such Registration Statement), the Company shall make such changes or cause its legal counsel
to make such changes and provide such a letter.


 




    	 	14	 



     


    

 


(r)          Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of
a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company
or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the
Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”), provided that the Company shall promptly notify the Holders in writing of the (i) existence of material, non-public
information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such
material, non-public information to any of the Holders) and the date on which such Grace Period will begin and (ii) date on
which such Grace Period ends, provided further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three
hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day
of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period and (III) no Grace Period
may exist during the sixty (60) Trading Day period immediately following the Effective Date of such Registration Statement (provided
that such sixty (60) Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof
contemplated by this proviso during which such Registration Statement is not effective or the prospectus contained therein is not
available for use) (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period
above, such Grace Period shall begin on and include the date the Holders receive the notice referred to in clause (i) above and
shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred
to in such notice. The provisions of Section 3(f) hereof shall not be applicable during the period of any Allowable Grace Period.
Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary contained in this Section 3(r), the Company shall cause its transfer agent to deliver shares of Common Stock to
a transferee of a Holder in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which such Holder has entered into a contract for sale, and delivered a copy of the prospectus included
as part of the particular Registration Statement to the extent applicable, prior to such Holder’s receipt of the notice of
a Grace Period and for which the Holder has not yet settled.


 


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


 


4.          Obligations
of the Holders.


 


(a)          At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
each Holder in writing of the information the Company requires from each such Holder with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it,
as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and
shall execute such documents in connection with such registration as the Company may reasonably request.


 




    	 	15	 



     


    

 


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


 


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


 


(d)          Each
Holder covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


5.          Expenses
of Registration.


 


All reasonable expenses
incurred by the Company (other than underwriting discounts and commissions) in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. The Company
shall also reimburse Iroquois for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification
pursuant to Sections 2 and 3 of this Agreement, which amount shall be limited to $5,000.


 




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6.          Indemnification.


 


(a)          In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder and each of its directors, officers,
shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls
such Holder within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders, members, partners,
employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”),
against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including,
without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement
or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior
to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person
expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement
thereto and (ii) shall not be available to a particular Holder to the extent such Claim is based on a failure of such Holder to
deliver or to cause to be delivered the prospectus made available by the Company (to the extent applicable), including, without
limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant
to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of any of the Registrable Securities by any of the Holders pursuant to Section 9.


 




    	 	17	 



     


    

 


(b)          In
connection with any Registration Statement in which a Holder is participating, such Holder agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within
the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation
occurs in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in
connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Holder
will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld or delayed, provided
further that such Holder shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not exceed the net proceeds to such Holder as a result of the applicable sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified
Party and shall survive the transfer of any of the Registrable Securities by any of the Holders pursuant to Section 9.


 


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


 




    	 	18	 



     


    

 


(d)          No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale
of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


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


 


7.          Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the
fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person
is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall
be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received
by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding
the provisions of this Section 7, 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 applicable sale of the Registrable Securities subject to the
Claim exceeds the amount of any damages that such Holder has otherwise been required to pay, or would otherwise be required to
pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.


 




    	 	19	 



     


    

 


8.          Reports
Under the 1934 Act.


 


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


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations
of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c)          furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with
the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to
permit the Holders to sell such securities pursuant to Rule 144 without registration.


 


9.          Assignment
of Registration Rights.


 


All or any portion
of the rights under this Agreement shall be automatically assignable by each Holder to any proper transferee or assignee (as the
case may be) of all or any portion of such Holder’s Series B Shares, Warrants or Broker Warrants if: (i) such Holder agrees
in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the
Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a)
the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration
rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or assignment (as the
case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under
the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company
to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made
in accordance with the applicable requirements of the Securities Purchase Agreement, the Series B Shares, the Warrants and the
Broker Warrants (as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance
with all applicable federal and state securities laws.


 




    	 	20	 



     


    

 


10.         Amendment
of Registration Rights.


 


Provisions of this
Agreement may be amended only with the written consent of the Company and holders of at least 66% of the Registrable Securities
(other than the Broker Warrants). No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of
any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


11.         Miscellaneous.


 


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


 


(b)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall
be delivered as set forth in the Securities Purchase Agreement.


 


(c)          No
Waiver; Injunctions. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and each Holder acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction
or injunctions to prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically
the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required),
this being in addition to any other remedy to which any party may be entitled by law or equity.


 




    	 	21	 



     


    

 


(d)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall (i) limit
or be deemed to limit in any way any right to serve process in any manner permitted by law or (ii) operate, or be deemed to operate,
to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect
on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer or (iii)
limit, or be deemed to limit, any provision of the Warrants which is contrary to the above. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)          Entire
Agreement. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the
instruments referenced herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect
to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto
and thereto and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties
hereto solely with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or
any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Holder has entered into
with the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Holder in
the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any
rights of or benefits to any Holder or any other Person in any agreement entered into prior to the date hereof between or among
the Company and/or any of its Subsidiaries and any Holder and all such agreements shall continue in full force and effect or (iii)
limit any obligations of the Company under any of the other Transaction Documents.


 


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


 


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


 




    	 	22	 



     


    

 


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


 


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


 


(j)          No
Strict Construction; Default Terms. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent and no rules of strict construction will be applied against any party. Notwithstanding anything
to the contrary set forth in Section 10, terms used in this Agreement but defined in the other Transaction Documents shall have
the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing
by each Holder.


 


(k)          Independent
Nature of Holder’s Obligations and Rights. The obligations of each Holder under this Agreement and the other Transaction
Documents are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for
the performance of the obligations of any other Holder under this Agreement or any other Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute
the Holders as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture
or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or
entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company
acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect
to such obligations or the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Holder
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained
herein was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that
each provision contained in this Agreement and in each other Transaction Document is between the Company and a Holder, solely,
and not between the Company and the Holders collectively and not between and among Holders.


 




    	 	23	 



     


    

 


[signature pages
follow]


 




    	 	24	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	NEUROTROPE, INC.
	 	 
	 	By:	/s/ Robert Weinstein
	 	 	Name: Robert Weinstein
	 	 	Title: Chief Financial Officer, Executive Vice

President, Secretary and Treasurer


 


[SEE “NEUROTROPE, INC. OMNIBUS SIGNATURE
PAGE TO


SECURITIES PURCHASE AGREEMENT AND


REGISTRATION RIGHTS AGREEMENT”


FOR SIGNATURE PAGES FOR BUYERS.]


 


[Remainder of Page Intentionally Left Blank]


 




     


     


    

 


EXHIBIT A


 


List of Buyers


 




     


     


    

  


EXHIBIT B


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


______________________

______________________

______________________

Attention: _____________


 


Re:        Effectiveness of Registration Statement


 


Ladies and Gentlemen:


 


Neurotrope, Inc., a Nevada
corporation (the “Company”), is a party to that certain Securities Purchase Agreement (the “Securities
Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders Series B Shares (the “Series B Shares”) convertible into
the Company’s shares of common stock (the “Common Stock”), and warrants exercisable for shares of
Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into
a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the
Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including
the shares of Common Stock issuable upon conversion of the Series B Shares the exercise of the Warrants and the exercise of the
Broker Warrants (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “1933
Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___,
20__, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each
of the Holders as a selling stockholder thereunder.


 


In connection with the
foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS],
and [we][I] have no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act
pursuant to the Registration Statement.


 


As long as the Registration
Statement remains effective, upon the receipt of a prospectus delivery letter from the broker executing the sale, you need not
require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders
as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated November 13, 2015.


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	NEUROTROPE, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	[Iroquois Master Fund Ltd.]	 
	 	[Representative]	 


 




     


     


    

 


EXHIBIT C


 


SELLING STOCKHOLDERS


 


The shares of common
stock being offered by the selling stockholders are those issuable to the selling stockholders upon conversion of the Series B
Shares and exercise of the warrants. For additional information regarding the issuance of the Series B Shares and the warrants,
see “Private Placement of Series B Shares and Warrants” above. We are registering the shares of common stock in order
to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Series B Shares
and the warrants issued pursuant to the Securities Purchase Agreement and as described below with respect to certain selling shareholders
(including certain officers and directors of the Company), the selling stockholders have not had any material relationship with
us within the past three years.


 


The table below lists
the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling
stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based
on their respective ownership of shares of common stock, Series B Shares and warrants, as of ________, 2015, assuming conversion
of the Series B Shares and exercise of the warrants held by each such selling stockholder on that date but taking account of any
limitations on conversion and exercise set forth therein.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling stockholders and does not take in account any limitations
on (i) conversion of the Series B Shares set forth therein or (ii) exercise of the warrants set forth therein.


 


In accordance with
the terms of a registration rights agreement with the holders of the Series B Shares and the warrants, this prospectus generally
covers the resale of 150% of the sum of (i) the maximum number of shares of common stock issuable upon conversion of the Series
B Shares and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined
as if the outstanding Series B Shares and warrants were converted or exercised (as the case may be) in full (without regard to
any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration
statement was initially filed with the SEC. Because the conversion price of the Series B Shares and the exercise price of the warrants
may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered
by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this
prospectus.


 


Under the terms of
the Series B Shares and the warrants, a selling stockholder may not convert the Series B Shares or exercise the warrants to the
extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of
our common stock which would exceed 9.99%. The number of shares in the second column reflects these limitations. The selling stockholders
may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 




     


     


    

 


	Name of Selling Stockholder	 	Number of Shares
 of Common Stock
 Owned Prior to
 Offering	 	 	Maximum Number
 of Shares of
 Common Stock to
 be Sold Pursuant to
 this Prospectus	 	 	Number of 
 Shares of
 Common Stock
 Owned After
 Offering	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Iroquois Master Fund Ltd.	 	 	 	 	 	 	 	 	 	 	 	 



 




     


     


    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock issuable upon conversion of the Series B Shares and exercise of the warrants to permit the resale of
these shares of common stock by the holders of the Series B Shares and warrants 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 held 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 in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:


 


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



 


		·	in the over-the-counter market;



 


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



 


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



 


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



 


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



 


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



 


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



 


		·	privately negotiated transactions;



 


		·	short sales made after the date the Registration Statement is declared effective by the SEC;



 


		·	agreements between broker-dealers and the selling security holders to sell a specified number of
such shares at a stipulated price per share;



 




     


     


    

 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholders
may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather
than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described
in this prospectus. 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 (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of
common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, 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 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.


 


The selling stockholders
may pledge or grant a security interest in some or all of the Series B Shares, 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 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.


 


To the extent required
by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in
the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus
supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers.


 




     


     


    

 


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 registration statement,
of which this prospectus forms a part.


 


The selling stockholders
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, to the extent applicable, 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 stockholders
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of common stock to engage in market-making 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.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in
accordance with the registration rights agreements 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 stockholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.


 


Once sold under the
registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands
of persons other than our affiliates.