Exhibit
10.3


 


TRANSCAT,
INC.

REGISTRATION RIGHTS AGREEMENT


THIS Registration
Rights Agreement (this “Agreement”) is made as of August 31, 2021 (the “Effective Date”),
by and among TRANSCAT, INC., an Ohio corporation (the “Company”), and JOHN CUMMINS and ROSS
LANE (each, individually, a “Holder” and, collectively, the “Holders”).


RECITALS


A.       Pursuant
to a Share Purchase Agreement, dated as of the Effective Date, by and among the Company and the Holders (the “Purchase Agreement”),
the Company has issued and delivered to each Holder the number of shares of Common Stock (as defined below) as is set forth opposite such
Holder’s name on Schedule A hereto (collectively, the “Initial Shares”).


B.       Pursuant
to the Purchase Agreement, the Company may issue and deliver to the Holders additional shares of Common Stock (collectively, the “Earn-Out
Shares”) in payment of Earn-Out Payments that may become due, from time to time, under the Purchase Agreement.


C.       In
connection with the execution and delivery of the Purchase Agreement and the consummation of the transactions contemplated thereby, including
the issuance of the Initial Shares to the Holders, the Company has agreed to grant the certain registration rights as set forth in this
Agreement.


Now,
Therefore, in consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


Article
I

Definitions


1.1              Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed
to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:


(a)              
“Additional Shares” means any shares of Common Stock issued to the Holders pursuant to a stock
split, stock dividend or other distribution with respect to, or in exchange or in replacement of, the Initial Shares or the Earn-Out Shares,
as applicable, or in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization
or other similar event.


(b)              
“Agreement” has the meaning set forth in the Preamble.




     


     


    

(c)              
 “Business Day” means any day, excluding Saturday, Sunday and any day which is a legal holiday
in the City of New York or is a day on which banking institutions located in the City of New York are authorized or required by law or
other governmental action to close.


(d)              
“Change of Control” means an event or series of events (i) as a result of which any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership”
of all Common Stock that such person or group has the right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of fifty percent (50%) or more of the Common Stock
entitled to vote for members of the Company’s Board of Directors on a fully diluted basis (and taking into account all such Common
Stock that such person or group has the right to acquire pursuant to any option right); or (ii) that results in the sale of all or substantially
all of the assets or businesses of the Company and its consolidated subsidiaries, taken as a whole; provided, however that such event
or events shall not constitute a Change of Control if, following the occurrence thereof, shares of Common Stock continue to be listed
for trading on a Trading Market.


 


(e)              
 “Common Stock” means shares of the common stock of the Company, par value $0.50 per share.


(f)               
“Company” has the meaning set forth in the Preamble.


(g)              
“Company Indemnified Party” has the meaning set forth in Section 2.4(b).


(h)              
“Effectiveness Deadline” means the Shelf Effectiveness Deadline and the Subsequent Shelf Effectiveness
Deadline.


(i)                
“End of Suspension Notice” has the meaning set forth in Section 2.2(c).


(j)                
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time.


(k)              
“Holder” has the meaning set forth in the Preamble.


(l)                
“Holder Indemnified Parties” has the meaning set forth in Section 2.4(a).


(m)            
“Indemnified Party” has the meaning set forth in Section 2.4(c).


(n)              
“Losses” has the meaning set forth in Section 2.4(a).


(o)              
“Person” means any person, individual, corporation,
limited liability company, partnership, trust or other nongovernmental entity or any governmental agency, court, authority or other body
(whether foreign, federal, state, local or otherwise).




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(p)              
 “Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in
any Registration Statement and relating to Registrable Shares, as amended or supplemented and including all material incorporated by reference
in such prospectus or prospectuses.


(q)              
“register,” “registered” and “registration”
refer to a registration effected by filing with the SEC a registration statement in compliance with the Securities Act, and the declaration
or ordering by the SEC of the effectiveness of such registration statement.


(r)               
“Registrable Shares” means (i) the Initial Shares, (ii) the Earn-Out Shares, if and when issued
to the Holders pursuant to the Purchase Agreement, and (iii) any Additional Shares; provided, however, that Initial Shares, Earn-Out
Shares or Additional Shares shall cease to be treated as Registrable Shares on the earliest to occur of, (A) the date such securities
have been disposed of pursuant to an effective registration statement, (B) the date on which such securities are sold pursuant to Rule
144 or (C) the date on which the Holder thereof is able to dispose of its Registrable Shares in compliance with Rule 144 (or any successor
rule).


(s)               
“Registration Expenses” means any and all expenses incident to the Company’s performance
of or compliance with this Agreement, including without limitation: (i) all SEC and other registration and filing fees, (ii) all
fees and expenses associated with filings to be made with, or the listing of any Registrable Shares on, any securities exchange or over-the-counter
trading market on which the Registrable Shares are to be listed or quoted, (iii) all fees and expenses with respect to filings required
to be made with an exchange or any securities industry self-regulatory body, (iv) all fees and expenses of compliance with securities
or “blue sky” laws (including fees and disbursements of counsel for the Company in connection therewith), (v) all transfer
agent’s and registrar’s fees, (vi) all fees and disbursements of counsel for the Company and customary fees and expenses for
independent certified public accountants retained by the Company, (vii) securities acts liability insurance, if the Company so desires,
(viii) all internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (ix) the expense of any annual audit, and (x) the fees and expenses of any Person, including special
experts, retained by the Company. For the avoidance of doubt, “Registration Expenses” shall not include underwriting
discounts or commissions attributable to the sale of the Registrable Shares or (except as otherwise set forth in this Agreement) any legal
fees and expenses of counsel to the Holders.


(t)                
“Registration Statement” means any registration statement of the Company under the Securities
Act which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, all amendments
and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference
in such Registration Statement.


(u)              
“Rule 144” means Rule 144 under the Securities Act.


(v)              
“SEC” means the U.S. Securities and Exchange Commission.


(w)            
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as the same may be amended from time to time.




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(x)              
 “Shelf Effectiveness Deadline” has the meaning set forth in Section 2.1(b).


(y)              
“Shelf Registration” has the meaning set forth in Section 2.1(a).


(z)              
“Shelf Registration Statement” has the meaning set forth in Section 2.1(a).


(aa)           
“Subsequent Shelf Effectiveness Deadline” has the meaning set forth in Section 2.1(b).


(bb)          
“Subsequent Shelf Registration Statement” has the meaning set forth in Section 2.1(b).


(cc)           
“Suspension Event” has the meaning set forth in Section 2.2(b).


(dd)          
“Suspension Notice” has the meaning set forth in Section 2.2(c).


(ee)           
“Termination Date” has the meaning set forth in Section 2.1(b).


(ff)             
“Trading Day” means a day on which the Common Stock is traded on a Trading Market or, if the Common
Stock is not traded on a Trading Market, then on the principal securities exchange or securities market on which the Common Stock is then
traded.


(gg)          
“Trading Market” means any market or exchange of The Nasdaq Stock Market LLC, or any other market
or exchange on which the Registrable Shares are listed for trading.


Article
II

Registration Rights


2.1             
Shelf Registration.


(a)              
Filing. Within 45 days following the Effective Date (and, with respect to any Earn-Out Shares, within 45 days following
the date of issuance of such Earn-Out Shares to the Holders pursuant to the Purchase Agreement (each, an “Earn-Out Issuance
Date”)), the Company shall file with the SEC a Registration Statement on Form S-3 (unless
the Company is ineligible to register for resale the Registrable Shares on Form S-3, in which case such registration shall be on another
appropriate form) or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415
under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”) pursuant to which
all of the applicable Registrable Shares shall be included (on the initial filing or by supplement or amendment thereto) to enable the
public resale of such Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor
rule thereto (a “Shelf Registration”). If permitted under the Securities Act, such Shelf Registration Statement
shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act.




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(b)              
 Effectiveness. The Company shall use its reasonable best efforts to (i) cause any Shelf Registration Statement
filed pursuant to Section 2.1(a) to be declared effective by the SEC as soon as reasonably practicable, and in any event by the
date that is the earlier of (A) 120 days following the Effective Date (or, with respect to any Shelf Registration Statement filed for
any Earn-Out Shares, within 120 days following the applicable Earn-Out Issuance Date) and (B) five Trading Days after the date the Company
receives written notification from the SEC that the applicable Shelf Registration will not be reviewed or will not be subject to further
review (the “Shelf Effectiveness Deadline”) and (ii) maintain the effectiveness of such Shelf Registration
Statement, including by filing any necessary post-effective amendments and Prospectus supplements and by filing one or more replacement
or renewal Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) upon the expiration
of such Shelf Registration Statement, as required by Rule 415 under the Securities Act, continuously until the earliest to occur of (1)
the 30-month anniversary of the Effective Date (or, with respect to any Shelf Registration Statement filed for any Earn-Out Shares, the
30-month anniversary of the applicable Earn-Out Issuance Date), (2) a Change of Control, and (3) such time as there are no Registrable
Shares remaining (the “Termination Date”). If a Subsequent Shelf Registration Statement is filed, the Company
shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration Statement to be declared effective by the SEC as
soon as reasonably practicable after such filing, but in any event by the date that is 50 days after such Subsequent Shelf Registration
Statement is filed (the “Subsequent Shelf Effectiveness Deadline”), and (ii) keep such Subsequent Shelf
Registration Statement (or another Subsequent Shelf Registration Statement) continuously effective until the Termination Date. Any Subsequent
Shelf Registration Statement shall be a Shelf Registration Statement.


2.2             
Provisions Relating to Registration.


(a)              
If and whenever the Company is required to effect the registration of any Registrable Shares pursuant to this Agreement,
the Company shall use its reasonable best efforts to effect and facilitate the registration of such Registrable Shares as promptly as
is practicable and, pursuant thereto, the Company shall as expeditiously as possible and as applicable:


(i)                
prepare and file with the SEC a Registration Statement with respect to such Registrable Shares, make all required filings
required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its reasonable best
efforts to cause such Registration Statement to become effective as promptly as practicable;


(ii)             
furnish to each Holder participating in the registration, without charge, such number of copies of the Prospectus included
in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits
thereto and all documents incorporated by reference therein) and such other documents as such Holder may reasonably request, including
in order to facilitate the disposition of the Registrable Shares owned by such Holder;


(iii)           
notwithstanding any other provisions of this Agreement to the contrary, cause (A) any Registration Statement (as of the
effective date of the Registration Statement), any amendment thereof (as of the effective date thereof) or supplement




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thereto (as of its date), (1) to comply in all material
respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC and (2) not to contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading and (B) any related Prospectus, preliminary Prospectus and any amendment thereof or supplement thereto (as of its
date), (1) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of
the SEC, and (2) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to a Holder
and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided further, that each Holder
of Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in this Section 2.2(a)(iii),
shall immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares
until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented
or amended Prospectus as contemplated by this Section 2.2(a)(iii);


(iv)            
as promptly as practicable, notify the Holders: (A) when the Registration Statement, any pre-effective amendment thereto,
the Prospectus or any Prospectus supplement or any post-effective amendment thereto has been filed with the SEC and when the Registration
Statement or any post-effective amendment thereto has become effective, and (B) of the issuance by the SEC of any stop order suspending
the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose and of any other
action, event or failure to act that would cause the Registration Statement not to remain effective;


(v)              
in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending
or preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable
Shares for sale in any jurisdiction, use its reasonable best efforts to promptly obtain the withdrawal or lifting of any such order or
suspension, and each Holder of Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in this
Section 2.2(a)(v), shall immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering
such Registrable Shares until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished
with a supplemented or amended Prospectus, if applicable;


(vi)            
not file or make any amendment to any Registration Statement with respect to any Registrable Shares, or any amendment of
or supplement to the Prospectus used in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies
such Holder as the holder of any securities of the Company without the consent of such Holder (which consent shall not be unreasonably
withheld, conditioned or delayed), unless and to the extent such disclosure is required by law;




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provided, that (A) each Holder shall furnish to the
Company in writing such information regarding itself and the distribution proposed by it as the Company may reasonably request for use
in connection with a Registration Statement or Prospectus and (B) each Holder agrees to notify the Company as promptly as practicable
of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would
cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding such Holder or
the distribution of such Registrable Shares or to omit to state any material fact regarding such Holder or the distribution of such Registrable
Shares required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under
which they were made and to furnish to the Company, as promptly as practicable, any additional information required to correct and update
the information previously furnished by such Holder such that such Prospectus shall not contain any untrue statement of a material fact
regarding such Holder or the distribution of such Registrable Shares or omit to state a material fact regarding such Holder or the distribution
of such Registrable Shares necessary to make the statements therein not misleading in light of the circumstances under which they were
made;


(vii)         
cause such Registrable Shares to be listed on each securities exchange on which the Common Stock is then listed or, if the
Common Stock is not then listed on any securities exchange, use its reasonable best efforts to cause such Registrable Shares to be listed
on a national securities exchange selected by the Company after consultation with the Holders participating in such registration;


(viii)       
provide a transfer agent and registrar (which may be the same Person) for all such Registrable Shares not later than the
effective date of such Registration Statement and, within a reasonable time prior to any proposed sale of Registrable Shares pursuant
to a Registration Statement, provide the transfer agent if reasonably required by the transfer agent, an opinion of counsel as to the
effectiveness of the Registration Statement, together with any other authorizations, certificates and directions required by the transfer
agent which authorize and direct the transfer agent to issue such Registrable Shares without legend upon sale by the Holder of such Registrable
Shares under the Registration Statement, subject to the provisions of Section 3.1;


(ix)            
otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available
to its stockholders, as soon as reasonably practicable, if required, an earnings statement (in a form that satisfies the provisions of
Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) covering the period of at least
12 months beginning with the first day of the Company’s first full fiscal quarter after the effective date of the applicable Registration
Statement, which requirement shall be deemed satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q
and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;


(x)              
(A) furnish to each Holder all legal opinions of outside counsel to the Company required to be included in the Registration
Statement, which provision shall be




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satisfied by filing with the SEC any such opinion as an exhibit
to the Registration Statement, and (B) obtain all consents of independent public accountants required to be included in the Registration
Statement;


(xi)            
cooperate with the Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing
the Registrable Shares to be sold pursuant to such Registration Statement free of any restrictive legends and representing such number
of shares of Common Stock and registered in such names as the Holders of the Registrable Shares may reasonably request a reasonable period
of time prior to sales of Registrable Shares pursuant to such Registration Statement; provided, that the Company may satisfy its
obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration
System; and


(xii)         
otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable
to effect the registration of such Registrable Shares contemplated by this Agreement.


(b)              
As promptly as practicable after becoming aware of such event, the Company shall notify the Holders of the happening of
any event (a “Suspension Event”), of which the Company has knowledge, 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 omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made,
and as promptly as practicable, the Company shall prepare and file with the SEC a supplement or amendment to the Registration Statement
to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to the Holders as the
Holders may reasonably request so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus will not
contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the
light of the circumstances under which they were made; provided, however, that, for not more 60 consecutive days (or a total of
not more than 120 Trading Days in any 12-month period), the Company may delay or suspend the filing, effectiveness or use of a Registration
Statement or Prospectus, to the extent permitted by and in a manner not in violation of applicable securities laws, if the board of directors
of the Company determines in good faith, based on the advice of counsel, that (i) proceeding with the filing, effectiveness or use of
such Registration Statement or Prospectus would reasonably be expected to require the Company to disclose any information the disclosure
of which would have a material adverse effect on the Company and that the Company would not otherwise be required to disclose at such
time or (ii) the registration or offering proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended,
have a material adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing,
reorganization, recapitalization or similar transaction, in each case that, if consummated, would be material to the Company.


(c)              
Upon a Suspension Event, the Company shall promptly give written notice (a “Suspension Notice”)
to the Holders to suspend sales of the affected Registrable Shares, and such notice shall state that such suspension shall continue only
for so long as the Suspension




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Event or its effect is continuing and the Company is pursuing with
reasonable diligence the completion of the matter giving rise to the Suspension Event or otherwise taking all reasonable steps to terminate
suspension of the effectiveness or use of the Registration Statement. In no event shall the Company, without the prior written consent
of the Holders, disclose to the Holders any of the facts or circumstances giving rise to the Suspension Event. The Holders may resume
effecting sales of the Registrable Shares under the Registration Statement (or such filings), following further notice to such effect
(an “End of Suspension Notice”) from the Company. The Holders shall not effect any sales of the Registrable
Shares pursuant to the Registration Statement (or such filings), at any time after they have received a Suspension Notice and prior to
receipt of an End of Suspension Notice. This End of Suspension Notice shall be given by the Company to the Holders in the manner described
above promptly following the conclusion of any Suspension Event and its effect. For the avoidance of doubt, a Suspension Notice shall
not affect or otherwise limit sales of affected Registrable Shares under Rule 144 or otherwise outside of the Registration Statement.


(d)              
Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice pursuant to Section 2.2(c)
with respect to any Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained
effective under this Agreement by the number of days during the period from the date of the giving of the Suspension Notice to and including
the date when the Holders shall have received the End of Suspension Notice and copies of the supplemented or amended Prospectus necessary
to resume sales.


(e)              
Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include Registrable
Shares in any Registration Statement unless the Holder owning the Registrable Shares to be registered on the Registration Statement, following
reasonable advance written request by the Company, furnishes to the Company, at least ten Business Days prior to the scheduled filing
date of the Registration Statement, an executed stockholder questionnaire in the form attached hereto as Exhibit A.


2.3             
Registration Expenses.


(a)              
The Company shall bear all Registration Expenses.


(b)              
The obligation of the Company to bear and pay the Registration Expenses shall apply irrespective of whether a registration
becomes effective or is withdrawn or suspended; provided, that the Registration Expenses for any Registration Statement withdrawn
solely at the request of one or more Holder(s) (unless withdrawn following commencement of a Suspension Event) shall be borne by such
Holder(s).


2.4             
Indemnification.


(a)              
The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder (collectively, the “Holder
Indemnified Parties”) from and against any losses, claims, damages, liabilities or expenses, joint or several, or any actions
in respect thereof (collectively, “Losses”) to which each Holder Indemnified Party may become subject under
the Securities Act, the Exchange Act, any state blue sky securities laws, insofar as such




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Losses arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement or in any amendment
thereof, in each case at the time such became effective under the Securities Act, (ii) the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or
alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation
promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any
registration of securities; provided, however, that the Company shall not be liable in any such case to the extent that such Losses
arise out of or is based upon (A) any untrue statement or omission made or incorporated by reference in any such Registration Statement,
any Prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining
to a Holder and furnished to the Company by or on behalf of such Holder or such Holder Indemnified Party specifically for inclusion therein
or (B) the failure of such Holder to comply with the covenants and agreements contained in this Agreement respecting sales of Registrable
Shares; provided further that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any
such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus that is corrected
or remedied in all respects in the amended prospectus on file with the SEC at the time any Registration Statement becomes effective or
in an amended prospectus filed with the SEC pursuant to Rule 424(b) which meets the requirements of Section 10(a) of the Securities Act
(each, a “Final Prospectus”), such indemnity shall not inure to the benefit of any such Holder if a copy of
a Final Prospectus furnished by the Company to the Holder for delivery was not furnished to the Person asserting the loss, liability,
claim or damage at or prior to the time such furnishing is required by the Securities Act and a Final Prospectus would have cured the
defect giving rise to such Losses. 


(b)              
In connection with any registration in which a Holder of Registrable Shares is participating, each such Holder shall furnish
to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement
or Prospectus, which information shall be limited to the information requested in the Form of Selling Stockholder Questionnaire attached
hereto as Exhibit A (the “Selling Stockholder Questionnaire”), and shall, severally and not jointly, to the fullest
extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees and agents (a “Company
Indemnified Party”) from and against any Losses to which a Company Indemnified Party may become subject under the Securities
Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such Losses
arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Prospectus or in any amendment
thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made)
not misleading, but in each of clauses (i) and (ii), only to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written information in the Selling Stockholder Questionnaire pertaining to
such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein.




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(c)              
 Promptly after receipt by a Holder Indemnified Party or a Company Indemnified Party (each, an “Indemnified
Party”) of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified
Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 2.4, notify the indemnifying
party of the commencement thereof; provided, that the omission to so notify the indemnifying party will not relieve the indemnifying
party from liability under Sections 2.4(a) or 2.4(b) unless and to the extent it did not otherwise learn of such action
and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified
Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof at the
indemnifying party’s expense, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent
of the Indemnified Party, be counsel to the indemnifying party); provided, that any Indemnified Party shall continue to be entitled
to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated
to reimburse such Indemnified Party for any fees, costs and expenses subsequently incurred by the Indemnified Party in connection with
such defense unless (i) the indemnifying party has agreed in writing to pay such fees, costs and expenses,
(ii) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time
after receipt of notice of such claim or action, (iii) having assumed the defense of such claim or action,
the indemnifying party fails to employ counsel reasonably acceptable to the Indemnified Party or to pursue the defense of such claim or
action in a reasonably vigorous manner, (iv) the use of counsel chosen by the indemnifying party to represent the Indemnified Party would
present such counsel with a conflict of interest or (v) the Indemnified Party has reasonably concluded that there may be one or more legal
or equitable defenses available to it and/or other any other Indemnified Party which are different from or additional to those available
to the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together
with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially
similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party
shall, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed),
effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such
Indemnified Party from all liability on any claims that are the subject matter of such action, in form and substance reasonably satisfactory
to such Indemnified Party, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Party.


(d)              
If the indemnification provided for in this Section 2.4 is unavailable or insufficient to hold harmless an Indemnified
Party under Sections 2.4(a) or 2.4(b), then each indemnifying party shall contribute to the amount paid or payable by such
Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in Sections
2.4(a) or 2.4(b) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on
the one hand and the Indemnified Party on the other in connection with the statements or omissions that resulted in such losses, claims,
damages or




     11


     


    

liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or a Holder or Holder Indemnified Party, as the case may be, on the other, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree
that it would not be just and equitable if contributions were determined by pro rata allocation (even if a Holder was treated as
one Person for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to
above. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation.


(e)              
The agreements contained in this Section 2.4 shall survive the sale of the Registrable Shares pursuant to the Registration
Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation
made by or on behalf of any Indemnified Party.


Article
III

Transfer Restrictions


3.1             
Transfer Restrictions. Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate
or book-entry security entitlement evidencing any of the Registrable Shares to the extent that at the time of issuance such Registrable
Shares are not covered by an effective Registration Statement:


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF
ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


This legend shall be removed by the Company from
any certificate or book-entry security entitlement evidencing the Registrable Shares upon delivery by the holder thereof to the Company
of a written request to that effect if at the time of such written request (a) a registration statement under the Securities Act
is at that time in effect with respect to the legended security,




     12


     


    

or (b) the legended security can be transferred in a transaction
in compliance with Rule 144, and, in the case of (b), upon the request and in the reasonable discretion of the Company’s transfer
agent, the Holder of such Registrable Shares executes and delivers a representation letter that includes customary representations regarding
the holding requirements and whether such Holder is an “affiliate” for purposes of Rule 144. The Company represents and warrants
to the Holders that the Company is not currently a shell company (as defined in Rule 405 promulgated under the Securities Act).


3.2             
Rule 144 Compliance. With a view to making available to the Holders of Registrable Shares the benefits of Rule 144
and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without
registration until such date on which the Holders no longer hold any Registrable Shares, the Company shall:


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


(b)              
use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; and


(c)              
furnish to any Holder of Registrable Shares, promptly upon request, a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act.


Article
IV

Miscellaneous.


4.1             
Remedies; Specific Performance. In the event of a breach or a threatened breach by any party to this Agreement of
its obligations under this Agreement, any party injured or to be injured by such breach shall be entitled to specific performance of its
rights under this Agreement or to injunctive relief, in addition to being entitled to exercise all rights provided in this Agreement and
granted by law, it being agreed by the parties that the remedy at law, including monetary damages, for breach of any such provision will
be inadequate compensation for any loss and that any defense or objection in any action for specific performance or injunctive relief
for which a remedy at law would be adequate is hereby waived.


4.2             
No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.


4.3             
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.




     13


     


    

4.4             
 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail as follows:


If to the Company:


 


Transcat, Inc.


35 Vantage Point Drive


Rochester, New York 14624


Attn: James M. Jenkins, General Counsel/VP of Corporate Development


Email : jim.jenkins@transcat.com


 


With a copy (which shall not constitute notice) to:


Harter Secrest & Emery LLP

50 Fountain Plaza, Suite

Buffalo, New York 14202

Attention: Phillip A. Delmont

Email: pdelmont@hselaw.com


Fax No.: (716) 853-1617


If to a Holder:


John Cummins


4593 Deep Creek Way


Doylestown, PA 18902

Email: Email: johnpcummins@gmail.com


 


Ross Lane


1162 Horseshoe Drive


Blue Bell, PA 19422

Email: ross.lane@mycit.ie


 


With a copy (which shall not constitute notice)
to:


Nelson Mullins, Riley & Scarborough LLP

100 S. Charles St., Suite 1600

Baltimore, Maryland 21201

Attention: Timothy A. Hodge, Jr.

Email: tim.hodge@nelsonmullins.com


Fax No.: 443-392-9444


 


Pinsent Masons LLP

1 Windmill Lane


Dublin 2


D02 F206




     14


     


    

Attention: Dennis Agnew


Email: Dennis.Agnew@pinsentmasons.com


Fax No.:


 


Notices or communications sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, notices or communications
sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient)
and notices or communications sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement)
(except that, if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been
sent at the opening of business on the next Business Day for the recipient).


4.5             
Headings. Section headings herein are included for convenience of reference only and shall not constitute a part
hereof for any other purpose or be given any substantive effect.


4.6             
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format
shall be effective as delivery of a manually executed counterpart of this Agreement.


4.7             
Governing Law; Disputes.


(a)              
Governing Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort
or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by,
and construed in accordance with, the law of the State of New York.


(b)              
Jurisdiction. Each party hereto hereby irremovably and unconditionally agrees that it will not commence any action,
litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against such
other party in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the state or
federal courts of the State of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard
and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.


(c)              
Waiver of Venue. Each party hereto irrevocably waives to the fullest extent permitted by law any objection that it
may now or hereafter have to the laying of the




     15


     


    

venue of any suit, action or proceeding arising out of or relating
to this Agreement and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals
has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which
such party is or may be subject, by suit upon judgment.


(d)              
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.7.


(e)              
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices
in Section 4.4.


4.8             
Successors and Assigns. This Agreement and the rights and obligations evidenced hereby shall be binding upon and
inure to the benefit of the parties hereto and their respective the successors and permitted assigns. No Holder may assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Company.


4.9             
Amendments. No provision of this Agreement may be amended, waived or modified other than by an instrument in writing
signed by the Company and the Holders.


4.10         
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


4.11         
Termination. This Agreement shall terminate with respect to any Holder upon such time as such Holder ceases to hold
or beneficially own any remaining Registrable Shares or upon the dissolution, liquidation or winding up of the Company or a Change of
Control; provided that Section 2.3, Section 2.4 of this Agreement and this Article IV shall survive such termination.


4.12         
Third Party Beneficiaries. This Agreement is intended for the sole benefit of the parties hereto and their respective
permitted successors and assigns and transferees, and is not for the benefit of, nor may any provision hereof be enforced by, any other
person; provided,




     16


     


    

however, that the parties hereto hereby acknowledge that
the Persons set forth in Section 2.4 shall be express third-party beneficiaries of the obligations of the parties hereto set forth
in Section 2.4.


 


 




     17


     


    

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


	 	COMPANY:
	 	 
	 	Transcat, Inc.
	 	 
	 	 
	 	 
	 	 
	 	By:	  /s/ Lee D. Rudow
	 	 	Name:	Lee D. Rudow
	 	 	Title:	President and CEO


 

[Signature Page to Registration Rights Agreement]





     


     


    

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


	 	HOLDERS:
	 	 
	 	 
	 	/s/ John Cummins
	 	

John Cummins

     

     

	 	/s/ Ross Lane
	 	

Ross Lane





 


 


[Signature Page to Registration Rights Agreement]




     


     


    

Schedule A


 


	Holder	Initial Shares
	John Cummins	33,184
	Ross Lane	1,759
	TOTAL:	34,943


 


 


 


Schedule A




     


     


    

Exhibit A

Form of Selling Stockholder Questionnaire

TRANSCAT, INC.


SELLING
STOCKHOLDER NOTICE AND QUESTIONNAIRE


The undersigned holder of shares of the Common
Stock of Transcat, Inc. (the “Company”) understands that the Company intends to file with the Securities and
Exchange Commission a registration statement on Form S-3 (the “Registration Statement”) for the registration
and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable
Shares in accordance with the terms of the Registration Rights Agreement, dated August 31, 2021, by and among the Company and the Holders
party thereto (the “Registration Rights Agreement”). All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Registration Rights Agreement.


In order to sell or otherwise dispose of any
Registrable Shares pursuant to the Registration Statement, a holder of Registrable Shares generally will be required to be named as a
selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Shares (including pursuant to Rule 172 under the Securities Act) and be bound by the
provisions of the Registration Rights Agreement (including certain indemnification provisions, as described therein). Holders must complete
and deliver this notice and questionnaire (“Notice and Questionnaire”) in order to be named as selling stockholders
in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the Prospectus.
Holders of Registrable Shares are advised to consult their own securities law counsel regarding the consequences of being named or not
named as a selling stockholder in the Registration Statement and the Prospectus.


NOTICE


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


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




     


     


    

 


QUESTIONNAIRE


PART I. Name:


	 	(a)	Full legal name of the Selling Stockholder:
	 	 	 
	 	(b)	Full legal name of the registered holder (if not the same as Part I(a) above) through which the Registrable Shares listed in Part III below are held:
	 	 	 
	 	(c)	Full legal name of any natural control person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the Registrable Shares listed in Part III below):
	 	 	 
	 	 	 



PART II. Notices to Selling Stockholder:


	 	(a)	Address:
	 	 	 
	 	(b)	Telephone:
	 	 	 
	 	(c)	Fax:
	 	 	 
	 	(d)	Contact person:
	 	 	 
	 	(e)	E-mail address of contact person:
	 	 	 


 




    A-2


     


    

PART III. Beneficial Ownership of Registrable Shares:


	 	(a)	Type and number of Registrable Shares beneficially owned:
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Number of shares of Common Stock to be registered for resale pursuant to this Notice and Questionnaire:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


PART IV. Broker-Dealer Status:


	 	(a)	Are you a broker-dealer?
	 	 	Yes ☐   No ☐
	 	(b)	If you answered “yes” to Part IV(a) above, did you receive your Registrable Shares as compensation for investment banking services provided to the Company?
	 	 	Yes ☐   No ☐
	 	 	Note: If you answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	(c)	Are you an affiliate of a broker-dealer?
	 	 	Yes ☐   No ☐
	 	 	If you answered “yes”, provide a narrative explanation below:
	 	 	 
	 	 	 
	 	 	 




    A-3


     


    

	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Shares in the ordinary course of business, and at the time of the purchase of the Registrable Shares to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Shares?
	 	 	Yes ☐   No ☐
	 	 	Note: If you answered “no”, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


PART V. Beneficial Ownership of Other Securities of the Company
Owned by the Selling Stockholder:


Except as set forth below in this Part V, the
undersigned is not the beneficial or registered owner of any securities of the Company, other than the Registrable Shares listed above
in Part III.


Type and amount of other securities beneficially
owned:


	 	 	 
	 	 	 
	 	 	 





PART VI. Relationships with the Company:


	 	(a)	Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years?
	 	 	Yes ☐   No ☐
	 	(b)	If your response to Part VI(a) above is “yes”, please state the nature and duration of your relationship with the Company:



	 	 	 
	 	 	 
	 	 	 
	 	 	 




    A-4


     


    

PART VII. Plan of Distribution:


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


State any exceptions here:


	 	 	 
	 	 	 
	 	 	 
	 	 	 




    A-5


     


    

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


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


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


The undersigned confirms that, to the best of
his/her knowledge and belief, the foregoing answers to this Notice and Questionnaire are correct.


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


Dated: _____________


	Selling Stockholder
	 
	 
	Name of Entity or Individual
	 	 
	By:	 
	Name:	 
	Title:	 



 




    A-6


     


    

 


Annex I


Plan of Distribution


The selling stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest, selling the Registered Securities or interests in such securities received after the date
of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell,
transfer or otherwise dispose of any or all of their Registered Securities covered by this prospectus on any stock exchange, market or
trading facility on which the Registered Securities are traded or in private transactions. These dispositions may be at fixed prices,
at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.


 


The selling stockholders may use any one or more of the following methods
when disposing of the Registered Securities:


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



		·	block trades in which the broker-dealer will attempt to sell the Registered Securities 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 effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;



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



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



		·	the in-kind distribution of the Registered Securities by an investment fund to its limited partners, members or other equity holders;



		·	a combination of any such methods of sale; and



		·	any other method permitted by applicable law.



 


Each selling stockholder may sell all, some or none of the Registered Securities.
If sold under the registration statement of which this prospectus forms a part, the Registered Securities will be freely tradable in the
hands of persons other than our affiliates that acquire such shares.


 


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




    A-7


     


    

Securities in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


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


 


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


 


The selling stockholders also may resell all or a portion of the Registered
Securities in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform
to the requirements of that rule.


 


The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of the Registered Securities or interests therein may be “underwriters” within the meaning of
Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Registered Securities
covered by this prospectus may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required, the Registered Securities to be sold, the names
of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter,
any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement
or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.


 


In order to comply with the securities laws of some states, if applicable,
the Registered Securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some
states the Registered Securities may not be sold unless they have been registered or qualified for sale or an exemption from registration
or qualification requirements is available and is complied with.



    A-8


     


    

We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of the Registered Securities in the market and to the activities of the selling
stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of
the Registered Securities against certain liabilities, including liabilities arising under the Securities Act.






    A-9