Exhibit 10.3


 


FORM OF


AMENDED & RESTATED REGISTRATION RIGHTS
AGREEMENT


 


by and among


 


AeroClean Technologies, Inc.,


 


Amin J. Khoury,


 


Crosslink Capital, Inc.,


 


Foundry Group Next, L.P.


 


and


 


the Holders


 


Dated as of [•], 2022


 



    


     


    

 


AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT, dated as of [•], 2022 (this “Agreement”), by and among (i) AeroClean Technologies, Inc.,
a Delaware corporation (the “Company”), (ii) Amin J. Khoury, Crosslink Capital, Inc. and Foundry Group Next,
L.P. (each, together with their respective permitted transferees, a “Major Holder” and, collectively, the “Major
Holders”) and (iii) the other Holders party hereto from time to time, amending and restating in its entirety that certain
registration rights agreement, dated as of November 29, 2021, by and among the Company, Amin J. Khoury and the other Holders
party thereto.


 


In consideration of the mutual
covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound, hereby agree as follows, effective as of the date hereof:


 


Section 1.     Certain
Definitions. As used herein, the following terms shall have the following meanings:


 


“Additional Piggyback
Rights” has the meaning ascribed to such term in Section 2.2(b).


 


“Additional Piggyback
Shares” has the meaning ascribed to such term in Section 2.3(a)(iii).


 


“Affiliate”
as applied to any Person, means any other Person directly or indirectly controlling, controlled by or under common control with that Person.
For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership
of voting securities (the ownership of more than 50% of the voting securities of an entity shall for purposes of this definition be deemed
to be “control”), by contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by the
Company shall be deemed to be an Affiliate of any Holder.


 


“Agreement”
has the meaning ascribed to such term in the Preamble.


 


“Assumption Agreement”
means an agreement in the form set forth in Exhibit A hereto whereby a permitted transferee of Registrable Securities who
acquires such Registrable Securities becomes a party to, and agrees to be bound, to the same extent as its transferor, by the terms of
this Agreement.


 


“automatic shelf
registration statement” has the meaning ascribed to such term in Section 2.4.


 


“Block Trade Notice”
has the meaning ascribed to such term in Section 2.1(e).


 


“Board”
means the board of directors of the Company.


 


“Business Day”
means a day, other than Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in the City of New
York are authorized or required by law or other governmental action to close.


 


“Claims”
has the meaning ascribed to such term in Section 2.9(a).


 


“Company”
has the meaning ascribed to such term in the Preamble and, for purposes of this Agreement, such term shall include any Subsidiary or parent
company of the Company and any successor to the Company or any Subsidiary or parent company of the Company who becomes the issuer of Shares.


 



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“Company Block Trade
Notice” has the meaning ascribed to such term in Section 2.1(e).


 


“Company Shelf Notice”
has the meaning ascribed to such term in Section 2.2(a).


 


“Company Shelf Underwriting”
has the meaning ascribed to such term in Section 2.2(a).


 


“Demand Exercise
Notice” has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Demand Party”
has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Demand Registration”
has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Demand Registration
Request” has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may
from time to time be in effect.


 


“Expenses”
means any and all fees and expenses incident to the Company’s performance of or compliance with Section 2 of this Agreement,
including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect
to the inclusion of securities on the New York Stock Exchange, Nasdaq or on any other U.S. or non-U.S. securities market on which the
Shares are or may be listed or quoted; (ii) fees and expenses of compliance with state securities or “blue sky” laws
of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with
the preparation of a “blue sky” survey, including, without limitation, reasonable fees and expenses of outside “blue
sky” counsel and securities counsel in foreign jurisdictions (but no more than one such counsel in any one jurisdiction); (iii) word
processing, printing and copying expenses (including, without limitation, expenses of printing certificates for the Registrable Securities
in a form eligible for deposit with The Depository Trust Company and of printing any prospectus or free writing prospectus); (iv) messenger
and delivery expenses; (v) expenses incurred in connection with any road show; (vi) fees and disbursements of counsel for the
Company; (vii) with respect to each registration or underwritten offering, the reasonable and documented fees and disbursements of
counsel for each Major Holder (each a “Selling Shareholders Counsel”), together in each case with any local counsel,
in an aggregate amount per Major Holder not to exceed $35,000 per registration or underwritten offering; (viii) fees and disbursements
of all independent public accountants (including the expenses of any audit/review and/or “cold comfort” letter and updates
thereof) and fees and expenses of other Persons; (ix) fees and expenses payable to a Qualified Independent Underwriter; (x) fees
and expenses of any transfer agent or custodian; (xi) any other fees and disbursements of underwriters, if any, customarily paid
by issuers of securities and reasonable and documented fees and expenses of counsel for the underwriters in connection with any filing
with or review by FINRA; and (xii) expenses for securities law liability insurance and, if any, rating agency fees.


 


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


 


“Holder”
or “Holders” means (1) any Person (other than the Company) who is a party to this Agreement and (2) any transferee
of Registrable Securities to whom any Person (other than the Company) who is a party to this Agreement shall assign or transfer any rights
hereunder in accordance with this Agreement; provided, that such transferee has agreed in writing to be bound by the terms of this
Agreement in respect of such Registrable Securities pursuant to an Assumption Agreement.


 



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“Initiating Holders”
has the meaning ascribed to such term in Section 2.1(a)(i).


 


“Major Holder”
has the meaning ascribed to such term in the preamble hereinabove.


 


“Majority Participating
Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering
of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.


 


“Manager”
has the meaning ascribed to such term in Section 2.1(c).


 


“Opt-Out Request”
has the meaning ascribed to such term in Section 4.15.


 


“Participating Holders”
means all Holders of Registrable Securities that are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1
or Section 2.2.


 


“Person”
means any individual, corporation, company, limited liability company, partnership, trust, joint stock company, business trust, unincorporated
association, joint venture, governmental authority or other legal entity of any kind or nature whatsoever.


 


“Piggyback Notice”
has the meaning ascribed to such term in Section 2.2(a).


 


“Postponement Period”
has the meaning ascribed to such term in Section 2.1(b).


 


“Qualified Independent
Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.


 


“Registrable Securities”
means (a) any Shares held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise
of Share Equivalents), whether now owned or acquired by the Holders at a later time, (b) any Shares issued or issuable, directly
or indirectly, in exchange for or with respect to the Shares referenced in clause (a) above by way of stock dividend, stock split
or combination of shares or in connection with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization
and (c) any securities issued in replacement of or exchange for any securities described in clause (a) or (b) above. As
to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement
covering the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities
have been disposed of in accordance with such effective registration statement, (B) such Registrable Securities have been distributed
pursuant to Rule 144 or Rule 145 of the Securities Act (or any successor rule) and new certificates for them not bearing a legend
restricting transfer shall have been delivered by the Company or (C) such Registrable Securities shall have been otherwise transferred
and new certificates for them not bearing a legend restricting transfer shall have been delivered by the Company and such securities may
be publicly resold without registration under the Securities Act.


 


“Rule 144”
and “Rule 144A” each have the meaning ascribed to such term in Section 4.2.


 


“SEC” means
the U.S. Securities and Exchange Commission or such other federal agency that at such time administers the Securities Act.


 


“Section 2.3(a) Sale
Number” has the meaning ascribed to such term in Section 2.3(a).


 


“Section 2.3(a)(x) Sale
Number” has the meaning ascribed to such term in Section 2.3(a).


 



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“Section 2.3(b) Block
Trade Sale Number” has the meaning ascribed to such term in Section 2.3(b).


 


“Section 2.3(b)(x) Sale
Number” has the meaning ascribed to such term in Section 2.3(b).


 


“Section 2.3(c) Sale
Number” has the meaning ascribed to such term in Section 2.3(c).


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time
to time be in effect.


 


“Share Equivalents”
means, with respect to the Company, all options, warrants and other securities convertible into, or exchangeable or exercisable for (at
any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities
may be subject), or depositary receipts or depositary shares representing or evidencing, Shares or other equity securities of the Company
(including, without limitation, any note or debt security convertible into or exchangeable for Shares or other equity securities of the
Company).


 


“Shares”
means the shares of common stock, par value $0.01 per share, of the Company and any and all securities of any kind whatsoever that may
be issued after the date hereof in respect of, or in exchange for, such shares of common stock pursuant to a merger, consolidation, stock
split, stock dividend or recapitalization of the Company or otherwise.


 


“Shelf Registrable
Securities” has the meaning ascribed to such term in Section 2.1(e).


 


“Shelf Registration
Statement” has the meaning ascribed to such term in Section 2.1(e).


 


“Shelf Underwriting”
has the meaning ascribed to such term in Section 2.1(e).


 


“Shelf Underwriting
Notice” has the meaning ascribed to such term in Section 2.1(e).


 


“Shelf Underwriting
Request” has the meaning ascribed to such term in Section 2.1(e).


 


“Subsidiary”
means any direct or indirect subsidiary of the Company.


 


“Valid Business Reason”
has the meaning ascribed to such term in Section 2.1(b).


 


“WKSI”
has the meaning ascribed to such term in Section 2.1(a)(i).


 


Section 2.     Registration
Rights.


 


2.1.            Demand
Registrations.


 


(a)     (i)     Subject
to Sections 2.1(b) and 2.3, at any time and from time to time following the date hereof, each of the Major Holders (each a “Demand
Party”) shall have the right to require the Company to file one or more registration statements under the Securities Act covering
all or any part of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying
the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request
by any Demand Party pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request”
and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration,
the Major Holder(s) making such demand for registration being referred to as the “Initiating Holder(s)”). Any
Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration
statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”),
an automatic shelf registration statement. The Company shall give written notice (the “Demand Exercise Notice”) of
such Demand Registration Request to each of the Holders of record of Registrable Securities, if any, other than the Initiating Holder(s),
at least five (5) Business Days prior to the filing of any registration statement under the Securities Act.


 



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(ii)            The
Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating
Holders and (y) the Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to
the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable
Securities intended to be disposed of by such Participating Holder) within five (5) days following the receipt of any such Demand
Exercise Notice.


 


(iii)            The
Company shall, as expeditiously as reasonably possible, but subject to Section 2.1(b), use its commercially reasonable efforts to
(x) file with the SEC (no later than forty-five (45) days from the Company’s receipt of the applicable Demand Registration
Request) and cause to be declared effective such registration under the Securities Act as soon as reasonably practicable thereafter (including,
without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company
is then eligible to use such a registration) with respect to the Registrable Securities that the Company has been so requested to register
for distribution in accordance with the intended method of distribution and (y) if requested by the Initiating Holders, obtain acceleration
of the effective date of the registration statement relating to such registration.


 


(b)            Notwithstanding
anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) are subject to the
following limitations: (i) the Company shall not be required to effect more than (x) five (5) Demand Registrations on Form S-1
or any similar long-form registration at the request of any Major Holder; provided, however, that the Major Holders shall
be entitled to request an unlimited number of Demand Registrations on Form S-3 or any similar short-form registration (including
pursuant to Rule 415 under the Securities Act) or take-downs or other offerings off an existing Form S-3; and (ii) if the
Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because
it would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization,
merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or because the Company does not
yet have appropriate financial statements of any acquired or to be acquired entities available for filing (in each case, a “Valid
Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration
Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45)
days after the date the Board determines a Valid Business Reason exists, and (y) in case a registration statement has been filed
relating to a Demand Registration Request, if the Valid Business Reason has not resulted in whole or part from actions taken or omitted
to be taken by the Company, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary
to avoid interference with any of the transactions described above, suspend use of or, if required by the SEC, cause such registration
statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until
five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days
after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under this clause (v), the
 “Postponement Period”). The Company shall give written notice to the Initiating Holders and any other Holders that
have requested registration pursuant to Section 2.1 or Section 2.2 of its determination to postpone or suspend use of or withdraw
a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists,
in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or
suspend use of or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the
expiration of such Postponement Period.


 



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If the Company shall give
any notice of postponement or suspension or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall
not, during the Postponement Period, register any Shares, other than pursuant to a registration statement on Form S-4 or S-8 (or
an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the
Company that the Company has determined to suspend use of, withdraw, terminate or postpone amending or supplementing any registration
statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such
registration statement. If the Company shall have suspended use of, withdrawn or terminated a registration statement filed under Section 2.1(a)(i) (whether
pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court), the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement
until the Company shall have permitted use of such suspended registration statement or filed a new registration statement covering the
Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared
effective and shall not have been withdrawn. If the Company shall give any notice of suspension, withdrawal or postponement of a registration
statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such suspension,
withdrawal or postponement no longer exists (but in no event later than forty-five (45) days after the date of the suspension, postponement
or withdrawal), as applicable, permit use of such suspended registration statement or use its reasonable best efforts to effect the registration
under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with
this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered
to have effected a Demand Registration for the purposes of this Agreement and such request shall not count as a Demand Registration Request
under this Agreement), and following such permission or such effectiveness, such registration shall no longer be deemed to be suspended,
withdrawn or postponed pursuant to clause (ii) of Section 2.1(b) above.


 


(c)            In
connection with any Demand Registration (including any Shelf Underwriting or Underwritten Block Trade (as defined below)), the Holders
of a majority of the Registrable Securities included in such Demand Registration shall have the right to designate the lead managing underwriter
(any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten
offering pursuant to such registration and each other managing underwriter for any such underwritten offering and counsel for the Participating
Holders; provided that, in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not
be unreasonably withheld or delayed; provided further that each Major Holder that is a Participating Holder shall have the right
to designate a Selling Shareholders Counsel to act on such Major Holder’s behalf.


 



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(d)            No
Demand Registration shall be deemed to have occurred for purposes of Section 2.1(a) (i) if the registration statement
relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred eighty
(180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such registration
statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to the
period the Holder of Registrable Securities refrains from selling any securities included in such registration statement at the request
of the Company or an underwriter of the Company) or (z) is subject to a stop order, injunction or similar order or requirement of
the SEC during such period, (ii) if any of the Registrable Securities requested by such Initiating Holder to be included in such
Demand Registration are not so included pursuant to Section 2.3 (even where some or most of such Holder’s Registrable Securities
are included in such Demand Registration), (iii) if the method of disposition is a firm commitment underwritten public offering and
any of the applicable Registrable Securities identified in the preliminary prospectus or preliminary prospectus supplement, as applicable,
for such offering as being sold by the Participating Holders have not been sold pursuant thereto or (iv) if the conditions to closing
specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating
to such request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates)
or are otherwise not waived by such Initiating Holder(s).


 



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(e)            In
the event that the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration
Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), the
Initiating Holders with respect to such Demand Registration Request and the other Demand Parties with Registrable Securities registered
on such Shelf Registration Statement (or, in the case of an automatic shelf registration statement, the Demand Parties) shall have the
right at any time or from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale
pursuant to such registration statement. Any such Initiating Holder or Demand Party shall make such election by delivering to the Company
a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable
Securities that such Initiating Holder or Demand Party, as applicable, desires to sell pursuant to such underwritten offering (the “Shelf
Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting
Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request
to the Holders of record (if any) of other Registrable Securities registered on such Shelf Registration Statement (or, in the case of
an automatic shelf registration statement, the Holders of record (if any) of Registrable Securities) (“Shelf Registrable Securities”).
The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the
Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities (if any) that shall
have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of
Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting
Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting
Request), but subject to Section 2.1(b), use its commercially reasonable efforts to facilitate such Shelf Underwriting. Notwithstanding
the foregoing, if a Demand Party wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day
or less marketing period (collectively, “Underwritten Block Trade”) pursuant to a Shelf Registration Statement (either
through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement),
then notwithstanding the foregoing time periods, such Demand Party only needs to notify the Company of the Underwritten Block Trade two
(2) Business Days prior to the day such Underwritten Block Trade is to commence, and the Company shall notify the other Holders (the
 “Company Block Trade Notice”) on the same day, and such other Holders (if any) must elect whether or not to participate
by the next Business Day (i.e., one (1) Business Day prior to the date such offering is to commence). The Company shall as expeditiously
as possible, but subject to Section 2.1(b), use its commercially reasonable efforts to facilitate such Underwritten Block Trade (which
may close as early as two (2) Business Days after the date it commences); provided, however, that the Demand Party
requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior
to making such request in order to facilitate preparation of the registration statement (including filing an automatic shelf registration
statement), prospectus and other offering documentation related to the Underwritten Block Trade. In the event a Demand Party requests
such an Underwritten Block Trade, notwithstanding anything to the contrary in this Section 2.1 or in Section 2.2, any holder
of Shares who is not a Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time. The Company
shall, at the request of any Initiating Holder, file any prospectus supplement or, if the applicable Shelf Registration Statement is an
automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure
and language deemed necessary or advisable by the Initiating Holders or any other Holder of Shelf Registrable Securities to effect such
Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demand Parties may request, and the Company shall
be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings with respect to such Shelf Registration
Statement.


 


(f)            Any
Initiating Holder may revoke a Demand Registration Request delivered by such Initiating Holder at any time prior to the effectiveness
of such Demand Registration and such Demand Registration shall have no further force or effect and such request shall not count as a Demand
Registration Request under this Agreement.


 


(g)            In
the event that any Holder fails to take all steps necessary to commence an Underwritten Block Trade within two (2) Business Days
of the date on which a Company Block Trade Notice is sent to such Holder, then, notwithstanding anything to the contrary in Sections 2.1
and 2.2, the Demand Party requesting the Underwritten Block Trade shall have the right to exclude such Holder from participating in such
Underwritten Block Trade.


 



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2.2.            Piggyback
Registrations.


 


(a)            If
the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account
or for the account of any other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8
or any similar successor forms thereto), the Company shall give written notice (the “Piggyback Notice”) of its intention
to do so to each of the Holders of record of Registrable Securities at least five (5) Business Days prior to the filing of any registration
statement under the Securities Act. Upon the written request of any such Holder, made within five (5) days following the receipt
of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such
Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof,
use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof,
to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or
other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be
so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement
filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant
to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall
relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required
(pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant
to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable,
give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable
Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting,
the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder
that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the
maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) Business Days after the receipt
of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant
to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then, notwithstanding the foregoing time
periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the
day such Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether
or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to
commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten
Block Trade (which may close as early as two (2) Business Days after the date it commences) and (y) if a Demand Party wishes
to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall
apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten
Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares
who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten
Block Trade, as applicable.


 


(b)            The
Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement
and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held
by the Company as treasury shares and (ii) any other Shares that are requested to be included in such registration pursuant to the
exercise of piggyback registration rights granted by the Company on or after the date hereof and that are not inconsistent with the rights
granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided,
however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the
extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating
Holders or the Majority Participating Holders in such underwritten offering.


 



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(c)            If,
at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such
registration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may
at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved
of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with
a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities,
the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (x) in
the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection
with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (y) in the case
of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable
Securities for the same period as the delay in registering such other equity securities.


 


(d)            Any
Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant
to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such
request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement
with respect to such registration or as otherwise required by the underwriters.


 


2.3.            Allocation
of Securities Included in Registration Statement.


 


(a)            If
any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves (x) an underwritten offering
and the Manager of such offering shall advise the Company and any Holder of Registrable Securities included in such underwritten offering
that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities,
the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest number (the “Section 2.3(a)(x) Sale
Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating
Holders and the Majority Participating Holders or (y) an Underwritten Block Trade and the number of securities requested to be included
in such Underwritten Block Trade by the Holders of Registrable Securities or any other Persons exceeds the number of Shares that are sold
in any such Underwritten Block Trade (the “Section 2.3(a) Block Trade Sale Number” and, together with the
Section 2.3(a)(x) Sale Number, the “Section 2.3(a) Sale Number”), the Company shall use its reasonable
best efforts to include in such underwritten offering:


 


(i)            first,
all Registrable Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant to the exercise
of piggyback rights pursuant to Section 2.2(a)); provided, however, that if the number of such Registrable Securities
exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale
Number) to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders requesting that Registrable
Securities be included in such underwritten offering (including pursuant to the exercise of piggyback rights pursuant to Section 2.2(a)),
based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the aggregate number
of Registrable Securities owned by all Holders requesting inclusion;


 



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(ii)            second,
to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a) is
less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register or sell, up to the Section 2.3(a) Sale
Number; and


 


(iii)            third,
to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is
less than the Section 2.3(a) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated
on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of
Additional Piggyback Rights (“Additional Piggyback Shares”), based on the number of Additional Piggyback Shares then
owned by each Person requesting inclusion in relation to the aggregate number of Additional Piggyback Shares owned by all Persons requesting
inclusion, up to the Section 2.3(a) Sale Number.


 


(b)            If
any registration or offering made pursuant to Section 2.2 involves (x) an underwritten primary offering on behalf of the Company
after the date hereof and the Manager shall advise the Company that, in its view, the number of securities requested to be included in
such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback
Rights exceeds the largest number (the “Section 2.3(b)(x) Sale Number”) that can be sold in an orderly manner
in such underwritten offering within a price range acceptable to the Company or (y) a Company Underwritten Block Trade and the number
of securities requested to be included in such Company Underwritten Block Trade by the Company, the Holders of Registrable Securities
or any other Persons exceeds the number of Shares that are sold in any such Company Underwritten Block Trade (the “Section 2.3(b) Block
Trade Sale Number” and, together with the Section 2.3(b)(x) Sale Number, the “Section 2.3(b) Sale
Number”), the Company shall use its reasonable best efforts to include in such underwritten offering:


 


(i)            first,
all equity securities that the Company proposes to register or sell for its own account;


 


(ii)           second,
to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(b) is
less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering
shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering
pursuant to the exercise of piggyback rights pursuant to Section 2.2(a), based on the number of Registrable Securities then owned
by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting
inclusion, up to the Section 2.3(b) Sale Number; and


 


(iii)          third,
to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is
less than the Section 2.3(b) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated
on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of
Additional Piggyback Rights, based on the number of Additional Piggyback Shares then owned by each Person requesting inclusion in relation
to the aggregate number of Additional Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(b) Sale
Number.


 



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(c)           If
any registration pursuant to Section 2.2 involves an underwritten offering that was initially requested by any Person(s) (other
than a Holder) to whom the Company has granted registration rights that are not inconsistent with the rights granted in, and do not otherwise
conflict with the terms of, this Agreement and the Manager shall advise the Company that, in its view, the number of securities requested
to be included in such underwritten offering exceeds the number (the “Section 2.3(c) Sale Number”) that can
be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in
such underwritten offering:


 


(i)            first,
the shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s) requesting
the registration and all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise
of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of securities or Registrable Securities, as applicable,
then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities,
as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 2.3(c) Sale Number;


 


(ii)           second,
to the extent that the number of Registrable Securities and securities to be included pursuant to clause (i) of this Section 2.3(c) is
less than the Section 2.3(c) Sale Number, the remaining securities to be included in such underwritten offering shall be allocated
on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of
Additional Piggyback Rights, based on the number of Additional Piggyback Shares then owned by each Person requesting inclusion in relation
to the aggregate number of Additional Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(c) Sale
Number; and


 


(iii)          third,
to the extent that the number of Registrable Securities and securities to be included pursuant to clauses (i) and (ii) of this
Section 2.3(c) is less than the Section 2.3(c) Sale Number, the remaining securities to be included in such underwritten
offering shall be allocated to shares the Company proposes to register or sell for its own account, up to the Section 2.3(c) Sale
Number.


 


(d)          If,
as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not
be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder
may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering
relates or may reduce the number requested to be included; provided, however, that (x) such request must be made in
writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to
such registration and (y) such withdrawal or reduction shall be irrevocable, and after making such withdrawal or reduction, such
Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was
made to the extent of the Registrable Securities so withdrawn or reduced.


 



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2.4.            Registration
Procedures. If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of and/or
participate in any offering or sale of any Registrable Securities under the Securities Act as provided in this Agreement (or use reasonable
best efforts to accomplish the same), the Company shall, as expeditiously as reasonably possible:


 


(a)            prepare
and file all filings with the SEC and FINRA required for the consummation of the offering, including preparing and filing with the SEC
a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance
with the intended method of disposition thereof, which registration form (i) shall be selected by the Company (except as provided
for in a Demand Registration Request) and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable
Securities by the selling Holders thereof, and such registration statement shall comply as to form in all material respects with the requirements
of the applicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall
use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective for such period
as any Participating Holder pursuant to such registration statement shall request (provided, however, that as far in advance
as reasonably practicable before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable
statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto,
the Company will furnish to the Demand Parties, each counsel for the Participating Holders and counsel for the Manager, if any, copies
of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated
by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the
reasonable review and reasonable comment of such counsel (including any objections to any information pertaining to any Participating
Holder and its plan of distribution and otherwise to the extent necessary, if at all, to complete the filing or maintain the effectiveness
thereof), and the Company shall make the changes reasonably requested by such counsel and shall not file any registration statement or
amendment thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to which any Selling Shareholders
Counsel or counsel for the Majority Participating Holders or the underwriters, if any, shall reasonably object); provided, however,
that, notwithstanding the foregoing, in no event shall the Company be required to file any document with the SEC that in the view of the
Company or its counsel contains an untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make any statement therein not misleading; provided, further, that any Participating Holder shall be entitled
to review and provide reasonable comment on disclosure regarding itself included or proposed to be included in any such filing;


 


(b)            (i) prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and
such free writing prospectuses and Exchange Act reports as may be necessary to keep such registration statement continuously effective
for such period as any Participating Holder pursuant to such registration statement shall request and to comply with the provisions of
the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement,
and any prospectus so supplemented to be filed pursuant to Rule 424 under the Securities Act, in accordance with the intended methods
of disposition by the seller or sellers thereof set forth in such registration statement, and (ii) provide notice to such sellers
of Registrable Securities and the Manager, if any, of the Company’s reasonable determination that a post-effective amendment to
a registration statement would be appropriate;


 



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(c)            furnish,
without charge, to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such
number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits), the prospectus
included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed
under Rule 424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in all material
respects in conformity with the requirements of the Securities Act, and other documents, as such seller and underwriter may reasonably
request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby
consenting to the use in accordance with all applicable laws of each such registration statement (or amendment or post-effective amendment
thereto) and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating
Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration
statement or prospectus);


 


(d)           use
its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other
securities or state “blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter,
if any, shall reasonably request in writing, and do any and all other acts and things that may be reasonably necessary or advisable to
enable such sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions in accordance
with the intended methods of disposition (including keeping such registration or qualification in effect for so long as such registration
statement remains in effect), except that in no event shall the Company be required to qualify to do business as a foreign corporation
in any jurisdiction where it would not, but for the requirements of this paragraph (d), be required to be so qualified, to subject
itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;


 


(e)            promptly
notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment,
the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing
prospectus has been filed with the SEC and, with respect to the registration statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration
statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending
the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities
or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence
of any fact of which the Company becomes aware that results in the registration statement or any amendment thereto, the prospectus related
thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed
to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material
fact required to be stated therein or necessary to make any statement therein not misleading (which notice shall notify the Participating
Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information
would constitute material non-public information); and (vi) if at any time the representations and warranties contemplated by any
underwriting agreement, securities sale agreement or other similar agreement relating to the offering shall cease to be true and correct;
and, if the notification relates to an event described in clause (v), unless the Company has declared that a Postponement Period exists,
the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein in the light of the circumstances under which they were made not misleading;


 



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(f)            comply
(and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon
as reasonably practicable after the effective date of the registration statement (and in any event within forty-five (45) days, or ninety
(90) days if it is a fiscal year, after the end of such twelve month period described hereafter), an earnings statement (which need not
be audited) covering the period of at least twelve (12) consecutive months beginning with the first day of the Company’s first calendar
quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder;


 


(g)           (i) cause
all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar
securities 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, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the
Company, including without limitation all corporate governance requirements;


 


(h)           cause
its senior management, officers, employees and independent public accountants (in the case of the independent public accountants, subject
to any applicable accounting guidance regarding their participation in the offering or the due diligence process) and other experts to
participate in, make themselves available, supply such information as may reasonably be requested and to otherwise facilitate and cooperate
with the preparation of the registration statement and prospectus and any amendments or supplements thereto (including participating in
meetings, drafting sessions, due diligence sessions and rating agency presentations) taking into account the Company’s reasonable
business needs;


 


(i)             provide
and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not
later than the effective date of such registration statement and, in the case of any secondary equity offering, provide and enter into
any reasonable agreements with a custodian for the Registrable Securities;


 


(j)            enter
into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Initiating Holder
or the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition
of such Registrable Securities;


 



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(k)            use
its reasonable best efforts (i) to obtain opinions from the Company’s counsel, including local counsel, and a “cold comfort”
letter, updates thereof and consents from the independent public accountants who have certified the financial statements of the Company
(and/or any other financial statements) included or incorporated by reference in such registration statement, in each case, in customary
form and covering such matters as are customarily covered by such opinions and “cold comfort” letters (including, in the case
of such “cold comfort” letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten
public offerings, which opinions and letters shall be dated the dates such opinions and “cold comfort” letters are customarily
dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders and to furnish to each
Participating Holder upon its request and to each underwriter, if any, a copy of such opinions and letters addressed to such underwriter
and each Participating Holder to the extent permitted by the Company’s independent public accountants;


 


(l)             deliver
promptly to each Demand Party, to each counsel for the Participating Holders and to each managing underwriter, if any, copies of all correspondence
between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect
to the registration statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably
available for inspection by each counsel for the Participating Holders, by counsel for any underwriter participating in any disposition
to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the Participating Holders
or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause
all of the Company’s officers, directors and employees to supply all information reasonably requested by any such counsel for the
Participating Holders, counsel for an underwriter, attorney, accountant or agent in connection with such registration statement;


 


(m)           use
its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of the registration
statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in
each case, as promptly as reasonably practicable;


 


(n)           provide
a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement and, if applicable, provide
the applicable transfer agent with printed certificates for the Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company;


 


(o)           use
its commercially reasonable efforts to make available its senior management and employees for participation in “road shows”
and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the Company’s reasonable
business needs and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;


 


(p)           promptly
prior to the filing of any document that is to be incorporated by reference into the registration statement or the prospectus (after the
initial filing of such registration statement), and prior to the filing or use of any free writing prospectus, provide copies of such
document to each counsel for the Participating Holders and to each managing underwriter, if any, and make the Company’s representatives
reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior
to the filing thereof as such counsel for the Participating Holders or underwriters may reasonably request (provided, however,
that, notwithstanding the foregoing, in no event shall the Company be (i) required to file any document with the SEC that in the
view of the Company or its counsel contains an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make any statement therein not misleading or (ii) prohibited from filing any document with the SEC that the
Company or its counsel reasonably believes to be required by law to be so filed);


 



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(q)           furnish
to each counsel for the Participating Holders upon its request, to each Demand Party upon its request and to each managing underwriter,
without charge, upon request, at least one conformed copy of the registration statement and any post-effective amendments or supplements
thereto, including financial statements and schedules, all documents incorporated therein by reference, the prospectus contained in such
registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus and prospectus supplement
filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and any free writing prospectus
utilized in connection therewith;


 


(r)            cooperate
with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates
not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued
in such denominations and registered in such names in accordance with the underwriting agreement at least one (1) Business Day prior
to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of
the Participating Holders at least one (1) Business Day prior to any sale of Registrable Securities and instruct any transfer agent
and registrar of Registrable Securities to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities
registered on a Shelf Registration Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable
Securities not bearing any restrictive legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in
order to allow such Registrable Securities to be sold from time to time);


 


(s)            use
its commercially reasonable efforts to prepare for inclusion and include in any prospectus or prospectus supplement if requested by any
managing underwriter updated financial or business information for the Company’s most recent period or current quarterly period
(including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;


 


(t)            take
no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that
any prohibition is applicable to the Company, the Company will use its reasonable best efforts to make any such prohibition inapplicable;


 


(u)           use
its commercially reasonable efforts to cause the Registrable Securities covered by the applicable registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to enable the Participating Holders or the underwriters,
if any, to consummate the disposition of such Registrable Securities in accordance with the intended methods thereof;


 


(v)           take
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such
Registrable Securities;


 



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(w)            take
all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1
or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required
thereby, is retained in accordance with the Securities Act to the extent required thereby, will not conflict with a related prospectus,
prospectus supplement and related documents and, when taken together with the related prospectus, prospectus supplement and related documents,
will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;


 


(x)            in
connection with any underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue
statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information
as may be necessary so that the statements as so amended or supplemented will not, in the light of the circumstances, be misleading;


 


(y)            to
the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing
underwriter; and


 


(z)            use
its commercially reasonable efforts to cooperate with the managing underwriters, their counsel, the Participating Holders and each counsel
for the Participating Holders in connection with the preparation and filing of any applications, notices, registrations and responses
to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq, or any other national securities exchange on which
the Registrable Securities are or are to be listed.


 


To the extent the Company
is a WKSI at the time any Demand Registration Request is submitted to the Company, and such Demand Registration Request requests that
the Company file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic
shelf registration statement”) on Form S-3, the Company shall file an automatic shelf registration statement that covers
those Registrable Securities that are requested to be registered. To the extent the Company has filed an automatic shelf registration
statement, the Company shall use its commercially reasonable efforts to remain a WKSI (and not become an ineligible issuer (as defined
in Rule 405 under the Securities Act)) during the period during which such automatic shelf registration statement is required to
remain effective. If the Company is requested to register Registrable Securities on an automatic shelf registration statement, the Company
shall pay the applicable filing fee related to such Registrable Securities at the time of filing of the automatic shelf registration statement.
If the automatic shelf registration statement has been outstanding for at least three (3) years, at or prior to the end of the third
year, the Company shall, upon request, refile a new automatic shelf registration statement covering the Registrable Securities that remain
outstanding. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI,
the Company shall use its commercially reasonable efforts to refile the shelf registration statement on Form S-3 and, if such form
is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement
is required to be kept effective.


 


If the Company files any shelf
registration statement for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request
that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that it shall include in such registration
statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders
in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added
to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.


 



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The Company may require as
a condition to the Company’s obligations under this Section 2.4 that each Participating Holder as to which any registration
is being effected (i) furnish the Company such information regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request; provided that such information is necessary for the Company to consummate such registration
and shall be used only in connection with such registration, and (ii) provide any underwriters participating in the distribution
of such securities such information as the underwriters may request and execute and deliver any agreements, certificates or other documents
as the underwriters may request.


 


Each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of
paragraph (e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by the Company, will deliver
to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of
the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company
shall give any such notice, the applicable period mentioned in paragraph (d) of Section 2.1 shall be extended by the number
of days during such period from and including the date of the giving of such notice to and including the date when each Participating
Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by
paragraph (e) of this Section 2.4. The period(s) during which the Holders are required to discontinue disposition
of securities pursuant to this paragraph shall not exceed forty-five (45) days with respect to any one such period within any 365 day
period (either alone or in combination with a Postponement Period pursuant to Section 2.1(b) hereof).


 


The Company agrees not to
include in any registration statement or any amendment to any registration statement with respect to any Registrable Securities, or in
any prospectus, or any amendment of or supplement to the prospectus, or any free writing prospectus, any disclosure that refers to any
Holder covered thereby by name, or otherwise identifies such Holder, without the consent of such Holder, such consent not to be unreasonably
withheld or delayed, unless such disclosure is required by law, in which case the Company shall provide written notice to such Holder
no less than five (5) Business Days prior to the filing. If any such registration statement or comparable statement under state “blue
sky” laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have
the right to require the insertion therein of language, in form and substance reasonably satisfactory to such Holder and the Company,
to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment
quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting
any future financial requirements of the Company.


 


To the extent that any Holder
is or may be deemed to be an “underwriter” of Registrable Securities pursuant to any SEC comments or policies, the Company
agrees that (1) the indemnification and contribution provisions contained in Section 2.9 shall be applicable to the benefit
of such Holder in its role as an underwriter or deemed underwriter in addition to its capacity as a Holder and (2) such Holder shall
be entitled to conduct the due diligence that an underwriter would normally conduct in connection with an offering of securities registered
under the Securities Act, including without limitation receipt of customary opinions and comfort letters addressed to such Holder.


 



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2.5.            Registration
Expenses.


 


(a)            The
Company shall pay all Expenses with respect to any registration or offering of Registrable Securities pursuant to Section 2, whether
or not a registration statement becomes effective or the offering is consummated.


 


(b)            Notwithstanding
the foregoing, (x) the provisions of this Section 2.5 shall be deemed amended to the extent necessary to cause these expense
provisions to comply with state “blue sky” laws of each state in which the offering is made and (y) in connection with
any underwritten offering hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer taxes,
if any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance
with the number of shares sold in the offering by such Holder. In addition, each Participating Holder shall pay the expenses of its own
counsel and advisors, except to the extent provided in the definition of “Expenses.”


 


2.6.            Certain
Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering or,
in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection
therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may
participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided
therein and completes and executes all reasonable questionnaires and other documents (including custody agreements and powers of attorney,
if any) that must be executed in connection therewith; provided, however, that all such documents shall be consistent with
the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register
such Person’s securities.


 


2.7.            Limitations
on Sale or Distribution of Other Securities.


 


(a)            Each
Holder agrees, (i) to the extent requested by a managing underwriter, if any, of any underwritten public offering in which one or
more Holders is selling Shares pursuant to a registration or offering effected pursuant to Section 2.1 (including any Shelf Underwriting
pursuant to Section 2.1(e)), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Shares
or Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing
underwriter, not to exceed ninety (90) days from the pricing date of such offering or such shorter period as the managing underwriter,
the Company or any executive officer or director of the Company shall agree to (and the Company hereby also so agrees (except that the
Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 or Form S-8, or any
successor or similar form that (x) is then in effect or (y) shall become effective upon the conversion, exchange or exercise
of any then outstanding Share Equivalents), to use its reasonable best efforts to cause each holder of any equity security or any security
convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than
in a public offering, and all directors and executive officers of the Company, to so agree), and (ii) to the extent requested by
a managing underwriter of any underwritten public offering in which one or more Holders is selling Shares pursuant to the exercise of
piggyback rights under Section 2.2 hereof, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144,
any Shares or Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested
by the managing underwriter, which period shall not exceed ninety (90) days from the pricing date of such offering or such shorter period
as the managing underwriter, the Company or any executive officer or director of the Company shall agree to. In the circumstances specified
in this Section 2.7(a), each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters
with such form and substance as the managing underwriter shall reasonably determine.


 



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(b)            The
Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to
Section 2.1(e)) or Section 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Shares or Share Equivalents
(other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar
form that is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding
Share Equivalents), until a period of ninety (90) days (or such shorter period to which the Majority Participating Holders shall agree)
shall have elapsed from the pricing date of such offering, except to the extent otherwise agreed to by the underwriters as provided in
any lock-up agreement required in connection with such offering; and the Company shall (i) so provide in any registration rights
agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder
of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased
from the Company at any time other than in a public offering and all directors and executive officers of the Company to so agree.


 


2.8.            No
Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any
Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities
in any registration statement, is not required to sell any of its Registrable Securities that are included in any effective registration
statement, may sell any of its Registrable Securities in any manner in compliance with applicable law (including pursuant to Rule 144)
even if such shares are already included on an effective registration statement, and may request that Registrable Securities be registered
or sold pursuant to a registration statement even if such Shares are eligible to be sold pursuant to Rule 144.


 



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2.9.            Indemnification.


 


(a)            In
the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Section 2,
the Company will (without limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by law, each Participating Holder, its directors, officers, fiduciaries, employees, stockholders, members, general and limited
partners, Affiliates, successors and assigns (and the directors, officers, fiduciaries, employees, stockholders, members, general and
limited partners, Affiliates, successors and assigns thereof), each other Person who participates as a seller (and its directors, officers,
fiduciaries, employees, stockholders, members, general and limited partners, Affiliates, successors and assigns), underwriter or Qualified
Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, fiduciary,
managing director, agent, Affiliate, consultant, representative, successor, assign or partner of such underwriter or Qualified Independent
Underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) any such Participating Holder, seller or any such underwriter or Qualified Independent Underwriter and each director,
officer, employee, stockholder, fiduciary, managing director, Affiliate, successor, assign or partner of such controlling Person (and
all controlling Persons of any such Persons or other controlling Persons), from and against any and all losses, claims, damages or liabilities,
joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any
amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed)
to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, “Claims”),
insofar as such Claims arise out of, are based upon, relate to or are in connection with (i) any untrue statement or alleged untrue
statement of a material fact contained in any registration statement under which such securities were registered under the Securities
Act or 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final
or summary prospectus or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free
writing prospectus utilized in connection therewith, or the omission or alleged omission to state therein 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, (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company
or any underwriter to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a
material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common law rule or
regulation applicable to the Company and relating to any action required of or inaction by the Company in connection with any such offering
of Registrable Securities, and the Company will reimburse any such indemnified party for any documented legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided,
however, that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out
of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material
fact made in such registration statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary, final
or summary prospectus or free writing prospectus in reliance upon and in strict conformity with written information furnished to the Company
by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses 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 such
securities by such seller.


 



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(b)            Each
Participating Holder (and, if the Company requires as a condition to including any Registrable Securities in any registration statement
filed in accordance with Section 2.1 or 2.2, any underwriter and Qualified Independent Underwriter, if any) shall, severally and
not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.9)
to the extent permitted by law the Company, its officers who signed the applicable registration statement and its directors, each Person
controlling the Company within the meaning of the Securities Act and all other prospective sellers and their directors, officers, stockholders,
fiduciaries, managing directors, Affiliates, successors, assigns or general and limited partners and respective controlling Persons with
respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact
from, such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto,
or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission
was made in reliance upon and in strict conformity with written information furnished to the Company or its representatives by or on behalf
of such Participating Holder, such underwriter or such Qualified Independent Underwriter, if any, as applicable, specifically for use
therein, and each such Participating Holder, such underwriter or such Qualified Independent Underwriter, if any, as applicable, shall
reimburse such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such Claim as such expenses are incurred; provided, however, that the aggregate amount that any such Participating
Holder shall be required to pay pursuant to this Section 2.9 (including pursuant to indemnity, contribution or otherwise) shall in
no case be greater than the amount of the net proceeds actually received by such Participating Holder upon the sale of the Registrable
Securities pursuant to the registration statement giving rise to such Claim; provided, further, that such Participating
Holder shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or
amendment thereof or supplement thereto, or any free writing prospectus utilized in connection therewith, such Participating Holder has
furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof
or supplement thereto or free writing prospectus that corrected or made not misleading information previously furnished to the Company.
The Company and each Participating Holder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Participating
Holders to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished to the Company for use
in any such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto, or any free writing prospectus,
are statements specifically relating to (i) the beneficial ownership of Shares by such Participating Holder and its Affiliates as
disclosed in the section of such document entitled “Selling Shareholders” or “Principal and Selling Shareholders”
or other variations thereof and (ii) the name and address of such Participating Holder. If any additional information about such
Holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document,
then such Holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity and reimbursement
of expenses 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 such securities by such Holder.


 


(c)            Indemnification
similar to that specified in the preceding paragraphs (a) and (b) of this Section 2.9 (with appropriate modifications)
shall be given by the Company and each Participating Holder with respect to any required registration or other qualification of securities
under any applicable securities and state “blue sky” laws.


 



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(d)            Any
Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of
any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure
of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs
of this Section 2.9, except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve
the indemnifying party from any liability that it may have to any indemnified party otherwise than under this Section 2. In case
any action or proceeding is brought against an indemnified party and such indemnified party shall have notified the indemnifying party
of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and, unless in the reasonable
opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist
in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent that
it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified
party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding
within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so
or (ii) if such indemnified party who is a defendant in any action or proceeding that is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party that are
not available to the indemnifying party or that may conflict with or are different from those available to another indemnified party with
respect to such Claim or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable
standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense
and the indemnifying party shall be liable for any expenses therefor. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release
of the indemnified party from all liability arising out of such action or claim and (B) 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.


 


(e)            If
for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections
2.9(a), (b) or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party
as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand,
and the indemnified party, on the other hand, with respect to such Claim. The relative fault 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 indemnifying party or the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in
the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative
benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto
agree that it would not be just and equitable if any contribution pursuant to this Section 2.9(e) were to be determined by pro
rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the preceding
sentences of this Section 2.9(e). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. 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. Notwithstanding anything in this Section 2.9(e) to
the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.9(e) to contribute
any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant
to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party
pursuant to Sections 2.9(b) and (c). In addition, no Holder of Registrable Securities or any Affiliate thereof shall be required
to pay any amount under this Section 2.9(e) unless such Person or entity would have been required to pay an amount pursuant
to Section 2.9(b) if it had been applicable in accordance with its terms.


 



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(f)            The
indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution that
any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation
made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.


 


(g)            The
indemnification and contribution required by this Section 2.9 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 expense, loss, damage or liability is incurred; provided,
however, that the recipient thereof hereby undertakes to repay such payments if and to the extent it shall be determined by a court
of competent jurisdiction that such recipient is not entitled to such payment hereunder.


 


2.10.            Limitations
on Registration of Other Securities; Representation. From and after the date of this Agreement, the Company shall not, without the
prior written consent of the Major Holders, enter into any agreement with any holder or prospective holder of any securities of the Company
giving such holder or prospective holder any registration rights the terms of which are (i) more favorable taken as a whole than
the registration rights granted to the Holders hereunder unless the Company shall also give such rights to the Holders or (ii) on
parity with the registration rights granted to the Holders hereunder.


 


2.11.            No
Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent
in any material respects with the rights granted to the Holders in this Agreement.


 



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Section 3.     Underwritten
Offerings.


 


3.1.            Requested
Underwritten Offerings. If requested by the underwriters for any underwritten offering pursuant to a registration requested under
Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall
(i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the
provisions of this Agreement to the extent the underwriters of such offering agree to such terms and (iii) contain such representations
and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements
of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained
herein or as otherwise customary for the lead underwriter for such offering and agreed to by the Majority Participating Holders. Any Participating
Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties
by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the
benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that
the Company shall not be required to make any representations or warranties with respect to written information specifically provided
by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the Majority Participating Holders and
the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with
the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership
of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in
the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter
or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount
of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such underwriting agreement
and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the
registration statement and prospectus (in each case unless otherwise agreed by the underwriters and the Majority Participating Holders).


 


3.2.            Piggyback
Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter
into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included
in such registration shall be subject to such underwriting agreement. Any Participating Holder shall be a party to such underwriting agreement
and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any
or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to
the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations
or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement.
Unless otherwise agreed by the Majority Participating Holders and the underwriters, each such Participating Holder shall not be required
to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties
or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically
provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability
of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the
amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such underwriting
agreement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use
in the registration statement and prospectus (in each case unless otherwise agreed by the underwriters and Majority Participating Holders).


 



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Section 4.     General.


 


4.1.            Adjustments
Affecting Registrable Securities. The Company agrees that it shall not effect or permit to occur any combination or subdivision of
Shares that would adversely affect the ability of any Holder of any Registrable Securities to include such Registrable Securities in any
registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration. Subject to the
foregoing, the Company agrees that it will take all reasonable steps necessary to effect a subdivision of Shares if in the reasonable
judgment of (a) the Majority Participating Holders or (b) the managing underwriter for the offering in respect of a Demand Registration
Request, such subdivision would enhance the marketability of the Registrable Securities. Each Holder agrees to vote all of its shares
of capital stock in a manner, and to take all other actions reasonably necessary, to permit the Company to carry out the intent of the
preceding sentence, including, without limitation, voting in favor of an amendment to the Company’s organizational documents in
order to increase the number of authorized shares of capital stock of the Company. In any event, the provisions of this Agreement shall
apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of capital stock of the Company,
any successor or assign of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary
or parent company of the Company that may be issued in respect of, in exchange for or in substitution of, Registrable Securities and shall
be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after
the date hereof.


 


4.2.            Rule 144
and Rule 144A. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange
Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited
to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144
under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to
file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales
by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”),
or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with such requirements. To the extent any Holder desires to sell
Registrable Securities pursuant to Rule 144, the Company agrees to provide customary instructions to the transfer agent to remove
any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be delivered to the transfer agent
in connection with any such sale. In addition, the Company agrees to remove any restrictive legend from the Registrable Securities upon
the reasonable request of any Holder as soon as reasonably permitted by applicable law and customary practice (including customary transfer
agent practices).


 


4.3.            Nominees
for Beneficial Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof
may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder
or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting
Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement); provided, however,
that the Company shall have received assurances reasonably satisfactory to it of such beneficial ownership.


 



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4.4.            Amendments
and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or any Holder unless such modification, amendment or waiver is approved in writing by the Company and the
Major Holders. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision
hereof (whether or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof or of any other or future exercise of any such right, power or privilege.


 


4.5.            Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to
have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with
confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal
business hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at
such other address for a party as shall be specified in a notice given in accordance with this Section 4.5):


 


if to the Company:


 


AeroClean Technologies, Inc.


10455 Riverside Drive


Palm Beach Gardens, Florida 33410


Attention: Jason DiBona


Email: jdibona@aeroclean.com


 


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


 


Freshfields Bruckhaus Deringer US LLP


601 Lexington Avenue

New York, NY 10022

Attention: Valerie Ford Jacob


E-mail: valerie.jacob@freshfields.com


 


if to Amin J. Khoury:


 


Amin
J. Khoury

c/o AeroClean Technologies, Inc.


10455 Riverside Drive


Palm Beach Gardens, Florida 33410


Attention: Amin J. Khoury


Email: ajk@kadlp.com


 



    28


     


    

 


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


 


Freshfields Bruckhaus Deringer US LLP


601 Lexington Avenue

New York, NY 10022

Attention: Valerie Ford Jacob


E-mail: valerie.jacob@freshfields.com


 


if to Crosslink Capital, Inc.


 


Crosslink Capital, Inc.


 


2
Embarcadero Center, St. 2200

San Francisco, CA 094110
 Attn:


 


if to the Foundry Group Next,
L.P.:


 


Foundry Group Next, L.P.


645 Walnut Street


Boulder, CO 80306


Attention: Brad Feld


Email:
brad@foundrygroup.com


 


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


 


Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, CA 94041

Email: Cynthia Hess, chess@fenwick.com and Thomas Kang, tkang@fenwick.com


 


If to any other Holder, at such Holder’s
address as set forth on such Holder’s signature page hereto or to an Assumption Agreement.


 


4.6.          Successors
and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether
so expressed or not. This Agreement may not be assigned by the Company without the prior written consent of the Major Holders. No Holder
shall have the right to assign all or part of its rights and obligations under this Agreement without the prior written consent of the
other parties hereto; provided, that any Holder may assign this Agreement to one or more of its Affiliates without the prior written
consent of the other parties hereto, and any Holder may assign this Agreement to one or more third parties who acquire Shares from such
Holder other than in a public underwritten offering or sales generally into the open market pursuant to Rule 144; provided,
further, that such Holder’s Affiliate (or Affiliates) or other permitted transferee executes and delivers to the Company
an Assumption Agreement. Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning
Holder that are assigned to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as
a reference to the assignee. If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject
to all of the terms, and entitled to all the benefits, of this Agreement.


 



    29


     


    

 


4.7.            Entire
Agreement. This Agreement and the other documents referred to herein or delivered pursuant hereto that form part hereof constitute
the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to
the subject matter hereof.


 


4.8.            Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New
York.


 


Any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby shall be brought in the federal
or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and
the appropriate appellate courts therefrom) in any such suit, action or proceeding. The parties irrevocably and unconditionally waive
any objection to the laying of venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead
or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall
be effective service of process for any suit, action or other proceeding brought in any such court.


 


EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE
OR AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER
IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.8.


 


4.9.            Interpretation;
Construction.


 


(a)            The
table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall
not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such
reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”


 



    30


     


    

 


(b)            The
parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


4.10.            Counterparts.
This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each
of which shall be an original, but all of which together shall constitute one and the same agreement.


 


4.11.            Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person
or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity
or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.


 


4.12.            Remedies.
The parties hereto 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 breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement,
without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none
of the parties hereto shall raise the defense that there is an adequate remedy at law. All remedies, either under this Agreement, by law,
or otherwise afforded to any party, shall be cumulative and not alternative.


 


4.13.            Further
Assurances. Each party hereto 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 hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


4.14.            Restructuring.
To the extent that the Board of the Company elects to effect a restructuring or recapitalization of the Company or substantially all of
the business of the Company through a subsidiary or parent company of the Company or otherwise, the provisions of this Agreement shall
be appropriately adjusted, and the Holders and the Company shall enter into such further agreements and arrangements as shall be reasonably
necessary or appropriate to provide such Holders with substantially the same registration rights as they would have under this Agreement,
giving due consideration to the nature of the new public entity, the nature of the securities to be offered and tax and other relevant
considerations.


 



    31


     


    

 


4.15.            Opt-Out
Rights. Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential
public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant
to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices
hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement, the
Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to
Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public
information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires
or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request
may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests;
provided, that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising
in connection with any such Opt-Out Requests.


 


[Remainder of Page Intentionally Left Blank]


 



    32


     


    

 


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


 


	 	 	AEROCLEAN TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	 	Jason DiBona
	 	 	Chief Executive Officer


 


	 	 	AMIN J. KHOURY
	 	 	 
	 	By:	 
	 	 	Amin J. Khoury


 


	 	 	FOUNDRY GROUP NEXT, L.P.

By its General Partner

FG Next GP, L.L.C.
	 	 	 
	 	By:	 
	 	 	Brad Feld
	 	 	Managing Director


 


	 	 	Crosslink Capital, Inc. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	HOLDERS:




 


	 	 	LEWIS PELL
	 	 	 
	 	By:	 
	 	 	Lewis Pell
	 	 	
    Notice Address: 1 West 72nd St, Apt. 47

    New York, NY 10023

    Email: lewiscpell@jessco.org



 


[Signature Page to the Registration
Rights Agreement]


 



    


     


    

 


Exhibit A


 



ASSUMPTION AGREEMENT


 


This Assumption Agreement
(this “Assumption Agreement”) is made as of [_____], by and among [_____] (the “Transferring Holder”)
and [_____] (the “New Holder”), in accordance with that certain Amended and Restated Registration Rights Agreement,
dated as of [•], 20[•] (as amended from time to time, the “Agreement”), by and among (i) AeroClean Technologies, Inc.,
a Delaware corporation (the “Company”), (ii) Amin J. Khoury, (iii) Crosslink Capital, Inc., (iv) Foundry
Group Next, L.P. and (v) the other Holders named therein.


 


WHEREAS,
the Agreement requires the New Holder, as a condition to the assignment of Transferring Holder’s rights under the Agreement, to
become a party to the Agreement by executing this Assumption Agreement, and upon the New Holder signing this Assumption Agreement, the
Agreement will be deemed to be amended to include the New Holder thereunder;


 


NOW,
THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


Section 1     Party
to the Agreement. By execution of this Assumption Agreement, as of the date hereof, the New Holder is hereby made a party to the Agreement
with all rights and obligations of [a Major Holder][a Holder]. The New Holder hereby agrees to become a party to the Agreement and to
be bound by, and subject to, all of the representations, covenants, terms and conditions of the Agreement that are applicable to, and
assignable under the Agreement by, the Transferring Holder, in the same manner as if the New Holder were an original signatory to the
Agreement. Execution and delivery of this Assumption Agreement by the New Holder shall also constitute execution and delivery by the New
Holder of the Agreement, without further action of any party.


 


Section 2     Defined
Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement unless otherwise noted.


 


Section 3     Representations
and Warranties of the New Holder.


 


3.1            Authorization.
The New Holder has all requisite [corporate] power and authority and has taken all action necessary in order to duly and validly approve
the New Holder’s execution and delivery of, and performance of its obligations under, this Assumption Agreement. This Assumption
Agreement has been duly executed and delivered by the New Holder and constitutes a legal, valid and binding agreement of the New Holder,
enforceable against the New Holder in accordance with its terms.


 


3.2            No
Conflict. The New Holder is not under any obligation or restriction, whether or otherwise, nor shall it assume any such obligation
or restriction, that does or would materially interfere or conflict with the performance of its obligations under this Assumption Agreement.


 


Section 4     Further
Assurances. Each party hereto 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 hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Assumption Agreement and the consummation of the transactions contemplated
hereby.


 



    Exhibit A


     


    

 


Section 5     Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New
York.


 


Any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby shall be brought in the federal
or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and
the appropriate appellate courts therefrom) in any such suit, action or proceeding. The parties irrevocably and unconditionally waive
any objection to the laying of venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead
or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall
be effective service of process for any suit, action or other proceeding brought in any such court.


 


EACH PARTY ACKNOWLEDGES AND
AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE
OR AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER
IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.


 


Section 6     Counterparts.
This Assumption Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail),
each of which shall be an original, but all of which together shall constitute one and the same agreement.


 


Section 7     Entire
Agreement. This Assumption Agreement, the Agreement and the other documents referred to herein or delivered pursuant hereto that form
part hereof constitute the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings,
relating to the subject matter hereof.


 



    Exhibit A


     


    

 



IN
WITNESS WHEREOF, intending to be legally bound hereby, the undersigned parties have executed this Assumption Agreement as of
the date first above written.


 


	 	TRANSFERRING HOLDER
	 	 	 
	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	NEW HOLDER
	 	 	 
	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Notice Address: [_____]
	 	[_____]
	 	[_____]
	 	Attention: [_____]
	 	Facsimile:[_____]
	 	Email: [______]



 


Accepted and Agreed to as of

the date first written above:


 


CORPORATION


 


AEROCLEAN TECHNOLOGIES, INC.


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 



    Exhibit A