Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT 


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of November 30, 2021, by and among Pish Posh Baby LLC, a Delaware limited liability company, its successors and assigns, including
by merger, with headquarters located at 1915 Swarthmore Ave, Lakewood NJ 08701, Attn: Dov Kurlander, email: dov@pishposhbaby.com (the
“Company”), and the investors listed on the Schedule of Investors attached hereto (each, an “Investor”
and collectively, the “Investors”).


 


WHEREAS: 


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue
and sell to each Investor, (i) shares of Mergeco Common Stock (the “Mergeco Common Stock”) (collectively, the shares
issued pursuant to the Securities Purchase Agreement being the “Mergeco Shares”), (ii) Series A Preferred Stock (collectively,
the “Preferred Stock”), convertible into Mergeco Common Stock (collectively, the “Preferred Conversion Shares”),
and (iii) Warrants which will be exercisable to purchase shares of Mergeco Common Stock (as exercised, collectively, the “Warrant
Shares”) in accordance with the terms of the Warrants.


 


B.           In
accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws. 


 


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


 


1.          Definitions.


 


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


 


(a)          “Additional
Effective Date” means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)          “Additional
Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement
is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional
Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, fifty (50) calendar
days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th) Business Day
after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement
will not be reviewed or will not be subject to further review; provided, however, that if the Additional Effectiveness Deadline falls
on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall be extended to the
next Business Day on which the SEC is open for business.


 


(c)          “Additional
Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.


 




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(d)          “Additional
Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration Statement, thirty (30) days
after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are
sold.


 


(e)          “Additional
Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital
stock of the Company issued or issuable with respect to the Mergeco Shares, Preferred Conversion Shares, the Warrants, the Warrant Shares,
or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise
without regard to any limitations on conversion of Preferred Stock and exercise of the Warrants.


 


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


 


(g)          “Additional
Required Registration Amount” means (I) any Cutback Shares not previously included on a Registration Statement, all subject
to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule 415,
without regard to any limitations on conversion of the Preferred Stock and exercise of the Warrants.


 


(h)          “Business
Day” means any day except any Saturday, any Sunday, or any day which is a federal legal holiday in the United States or any
day on which commercial banking institutions in the State of New York are authorized or required by law or other governmental action to
remain closed.


 


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


 


(j)          “Cutback
Shares” means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without regard
to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously declared effective
as contemplated hereunder as a result of a limitation on the maximum number of Mergeco Common Stock of the Company permitted to be registered
by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares, in order to determine any applicable
Required Registration Amount, unless an Investor gives written notice to the Company to the contrary with respect to the allocation of
its Cutback Shares, first the Warrant Shares shall be excluded on a pro rata basis among the Investors until all of the Warrant Shares
have been excluded, and second the Mergeco Shares and Preferred Conversion Shares shall be excluded on a pro rata basis among the Investors
until all of the Mergeco Shares and Preferred Conversion Shares have been excluded.


 


(k)          “Effective
Date” means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)          “Effectiveness
Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(m)          “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American, The Nasdaq Capital Market, The Nasdaq
Global Select Market, The Nasdaq Global Market, the OTC Bulletin Board, the OTCQB or the OTCQX (or any successor to any of the foregoing).


 




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(n)          “Filing
Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


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


 


(p)          “Initial
Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, forty-five (45) calendar days after the Initial Filing Deadline, or (ii) in the event that
the Initial Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the Closing Date, and (y) the
fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that
such Initial Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Initial
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness Deadline
shall be extended to the next Business Day.


 


(q)          “Initial
Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)          “Initial
Filing Deadline” means thirty (30) days after the Subsequent Closing Date.


 


(s)          “Initial
Registrable Securities” means (i) the Mergeco Shares issued or issuable on the Closing Date pursuant to the terms of the Securities
Purchase Agreement, (ii) the Preferred Conversion Shares, (iii) the Warrant Shares issued or issuable upon exercise of the Warrants and
(iii) any capital stock of the Company issued or issuable with respect to the Mergeco Shares, Preferred Stock, Preferred Conversion Shares,
the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise
without regard to any limitations on conversion of the Preferred Stock or exercise of the Warrants.


 


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


 


(u)          “Initial
Required Registration Amount” means (I) the sum of (i) the number of Mergeco Shares, (ii) the maximum number of Preferred Conversion
Shares issued and issuable pursuant to the Preferred Stock, and (iii) the maximum number of Warrant Shares issued and issuable pursuant
to the Warrants; without regard to any limitations on conversion of the Preferred Stock or exercise of the Warrants or (II) such other
amount as may be permitted by the staff of the SEC pursuant to Rule 415.


 


(v)         “Investor”
means an Investor or any transferee or assignee thereof to whom an Investor assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9.


 


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


 




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(x)          “Principal
Market” means the principal trading market for Mergeco Common Stock at the relevant time.


 


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


 


(z)          “Registrable
Securities” means the Initial Registrable Securities and the Additional Registrable Securities.


 


(aa)         “Registration
Statement” means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(bb)         “Required
Holders” means holders of at least a majority of the Registrable Securities.


 


(cc)         “Required
Registration Amount” means either the Initial Required Registration Amount or the Additional Required Registration Amount, as
applicable.


 


(dd)         “Rule
415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or
delayed basis.


 


(ee)         “SEC”
means the United States Securities and Exchange Commission.


 


(ff)          Trading
Day” means any day on which the Mergeco Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Mergeco Common Stock, then on the principal securities exchange or securities market on which the Mergeco
Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Mergeco Common Stock is scheduled
to trade on such exchange or market for 3 or more hours or any day that the Mergeco Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading
on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


2.           Registration.


 


(a)          Initial
Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in no event
later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of
the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1
or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders,
subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least
the number of shares of Mergeco Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration
Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall
contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Shareholders”
sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law. The Company
shall use its reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but
in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following
the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to
be used in connection with sales pursuant to such Initial Registration Statement.


 




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(b)          Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline,
file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities
not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional
Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional Registration
Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable
Securities until the Additional Required Registration Amount has been registered with the SEC; provided that after two rejections by the
SEC of Additional Registration Statements, the Company shall not be required to file Additional Registration Statements more frequently
than once per sixty day period commencing subsequent to the second rejection. In the event that Form S-3 is unavailable for such a registration,
the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable
to the Required Holders, subject to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall
register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as
of the date such Additional Registration Statement is initially filed with the SEC , subject to adjustment as provided in
Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan
of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit
B, with such modifications as may be required by law. The Company shall use its reasonable efforts to have each Additional Registration
Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30
a.m. New York time on the second (2nd) Business Day following the Additional Effective Date, the Company shall file with the
SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional
Registration Statement.


 


(c)          Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or
decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number
of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities
or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such
Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities
included in such Registration Statement for such transferor. Any Mergeco Common Stock included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the
remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration
Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without
the prior written consent of the Required Holders.


 


(d)          Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Grushko & Mittman, P.C., or such
other counsel as thereafter designated by the Required Holders which counsel will be paid by the Company a reasonable amount with respect
to such engagement. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company's obligations under
this Agreement.


 




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(e)          Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as any such Registration
Statement on Form S-3 filed by the Company covering the Registrable Securities has been declared effective by the SEC.


 


(f)          Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such
Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend
the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such
amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after
the necessity therefor arises. The Company shall use its reasonable efforts to cause such amendment and/or new Registration Statement
to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares
available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any
time the number of shares of Mergeco Common Stock available for resale under the Registration Statement is less than the Required Registration
Amount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion of Preferred
Stock or the exercise of the Warrants and such calculation shall assume the Preferred Stock is then convertible in full and the Warrants
are then exercisable in full, respectively, into Mergeco Common Stock at the then prevailing Conversion Price (as defined in the Certificate
of Incorporation of the Company) and Exercise Price (as defined in the Warrants).


 


(g)          Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement
when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a
“Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be
covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the
applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the
applicable Effectiveness Deadline, (an “Effectiveness Failure”)or (iii) on any day after the applicable Effective
Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than
during an Allowable Grace Period, as defined in Section 3(r), pursuant to such Registration Statement or otherwise (including,
without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep
such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such
Registration Statement, a failure to register a sufficient number of shares of Mergeco Common Stock or a failure to maintain the
listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing
Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial
relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at
law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any
Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in
cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such
Investor's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the
day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of
a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro
rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date
of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing
Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro
rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after
the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days)
until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring
simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1%
shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The
payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay
Payments” . Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third
Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to
make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent
(1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein,
Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Subsequent Closing
Subscription Amount, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any
restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).


 




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(h)          Limitation
on Other Registration Statements. The Company shall not file another registration statement under the 1933 Act prior to the earlier
of (i)date that the Initial Registration Statement is declared effective by the SEC and (ii)the end of the Registration Period (as defined
in Section 3(a); provided that, this Section 2(h) shall not prevent the Company from filing a registration statement on Form S-4 or Form
S-8 with the SEC at any time beginning thirty (30) days after the effective date of the registration statement pursuant to which all Registrable
Securities will have been registered, or for the sole purpose of causing the Mergeco Common Stock to be registered under Section 12(g)
of the 1933 Act.





 


3.           Related
Obligations.


 


At such time as the Company is obligated
to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its reasonable efforts
to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto,
the Company shall have the following obligations:


 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its reasonable
efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after such
filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective pursuant
to Rule 415 at all times until the earlier of (i) the date that is three (3) years after each Effective Date, or (ii) the date on which
the Investors shall have sold all of the Registrable Securities required to be covered by such Registration Statement (the “Registration
Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not
misleading. The term “ reasonable efforts” shall mean, among other things, that the Company shall submit to the SEC, within
two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular Registration Statement will
be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be,
and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration of
effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request.
The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in
no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for
a Registration Statement to be declared effective.


 




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(b)          The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement
and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and,
during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K or any analogous report under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934
Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.


 


(c)          The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least three (3) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for those filed by reason of
the Company filing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor
reports) within a reasonable number of days prior to their filing with the SEC, (B) permit each Investor to review and comment on the
“Plan of Distribution” and “Selling Shareholders” sections of the Registration Statement and all amendments and
supplements to the Registration Statement to the extent any changes are made to those sections, and (C) not file any Registration Statement
or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration
of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which
consent shall not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, copies of any correspondence from
the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement. The Company shall reasonably
cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section 3.


 


(d)          The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly
after the same is prepared and filed with the SEC, a copy of such Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary
prospectus, (ii) on the first Trading Day after the effectiveness of any Registration Statement, a copy of the prospectus included in
such Registration Statement and all amendments and supplements thereto, and (iii) such other documents, including copies of any preliminary
or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor. The deliveries described in this paragraph may be made electronically.


 




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(e)          The
Company shall use its reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky”
laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly as practicable notify each Investor and Legal Counsel of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of any jurisdiction in the United States but not later than the first Business Day after becoming aware of any such event,
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)          The
Company shall notify each Investor and Legal Counsel in writing of the happening of any event, as promptly as practicable but not later
than the first Business Day after becoming aware of such event, (i) as a result of which the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that
in no event shall such notice contain any material, nonpublic information), or (ii) that results in the lack of effectiveness of any Registration
Statement, and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue
statement or omission, or lack of effectiveness of any Registration Statement. The Company shall also promptly as practicable, but not
later than one Business Day after becoming aware of such event, notify each Investor and Legal Counsel in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to Investors by facsimile or email and to Legal Counsel by
facsimile or email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the second (2nd) day following
the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the
1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 


(g)          The
Company shall use its reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to promptly as practicable
notify each Investor and Legal Counsel by not later than the first Business Day after becoming aware of the issuance of such order and
the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)          If
any Investor is required by the SEC to be described in the Registration Statement as an underwriter or the Company and an Investor agree
that it should be identified as an underwriter of Registrable Securities in the Registration Statement and the Registration Statement
is so modified, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter
from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's independent certified
public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten
public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to
the Investors.


 




    	 	9	 



     


    

 


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


 


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


 


(k)          The
Company shall use its reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to
be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if
the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation
of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company's reasonable efforts, the Company is unsuccessful
in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another Eligible Market for such Registrable
Securities and, without limiting the generality of the foregoing, to use its reasonable efforts to arrange for at least two market makers
to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to such Registrable
Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k)


 




    	 	10	 



     


    

 


(l)        The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors
may reasonably request and registered in such names as the Investors may request. (m) If reasonably requested by an Investor, the Company
shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information
with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms
of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.


 


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


 


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


 


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


 


(q)          Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit A.


 






    	 	11	 



     


    




 


(r)          Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information
concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company
and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”); provided, that the Company shall promptly as practicable, but not later than one Business Day after the occurrence
of any such event (i) notify the Investors in writing of the existence of material, non-public information giving rise to a Grace Period
(provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and
the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and,
provided further, that no Grace Period shall exceed ten (10) consecutive Trading Days and during any three hundred sixty five (365) day
period such Grace Periods shall not exceed an aggregate of twenty (20) Trading Days and the first day of any Grace Period must be at least
five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes
of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice
referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii)
and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable
Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Mergeco Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with
respect to which an Investor has entered into a contract for sale, prior to the Investor's receipt of the notice of a Grace Period and
for which the Investor has not yet settled.


 


(s)          Except
as required by applicable law, neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter
in any public disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Investor being deemed an underwriter
by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as defined
in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company from including
the disclosure found in the “Plan of Distribution” section attached hereto as Exhibit B in the Registration Statement.
If the Company is required by law to identify any Investor as an underwriter in any public disclosure or filing with the SEC, the Principal
Market or any Eligible Market, prior to so identifying any such Investor, the Company shall promptly as practicable, but not later than
one Business Day after the occurrence of any such event, notify each such Investor of the legal requirement and give each such Investor
a reasonable opportunity to persuade the applicable regulator that said disclosure is not required. If the applicable Investors are unable
to eliminate the legal requirement to be identified as an underwriter, the applicable Investor shall have five (5) Business Days, or such
shorter time as required by the applicable regulator or applicable law, to consent to such disclosure or to agree to withdraw as a selling
shareholder under the Registration Statement. If an Investor agrees to withdraw as a selling shareholder under the Registration Statement,
the Company shall not be responsible for any such Failures with respect to any such Investor.


(t)          Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after
the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of preventing the Company
from timely performing its obligations hereunder.


  


4.          Obligations
of the Investors.


 


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


 


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


 






    	 	12	 



     


    




 


(c)          Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of 3(f) (a “No Sale Notice”), such Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of copies of the
supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Mergeco
Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale
of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a
notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which
the Investor has not yet settled. (d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements
of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration
Statement.


 


5.          Expenses
of Registration.


 


All reasonable expenses, other than
underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and
3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements
of counsel for the Company shall be paid by the Company.


 


6.          Indemnification.


 


In the event any Registrable Securities
are included in a Registration Statement under this Agreement: (a) To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend each Investor, the directors, officers, partners, members, employees, agents, representatives
of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys'
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any of them may reasonably become subject insofar
as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or
in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any
jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by
the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section
6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished to the Company
by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto; and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 




    	 	13	 



     


    

 


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


 


(c)          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires and has acknowledged its indemnification obligations hereunder in writing, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person
or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right
to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party,
as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by
the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the
Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall
keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations
with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and
such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to
all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.


 




    	 	14	 



     


    

 


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


 


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


 


7.           Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale
of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant
to such Registration Statement.


 


8.           Reports
Under the 1934 Act.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the
Company agrees to:


  



    	 	15	 



     


    




 


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


  


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and


 


(c)          furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, a written statement by the Company, if true,
that it has complied with the reporting requirements of the 1933 Act and the 1934 Act and that it has satisfied the current public information
provisions set forth in Rule 144.


 


9.           Assignment
of Registration Rights.


 


The rights under this Agreement
shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities if:
(i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which
such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition
of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with
the applicable requirements of the Securities Purchase Agreement.


 


10.          Amendment
of Registration Rights.


 


Provisions of this Agreement may
be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the
foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Investor relative to the comparable
rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be
effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
(other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.


 


11.          Miscellaneous.


 


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


 




    	 	16	 



     


    

 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent
by electronic mail; or (iv) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications shall be:


 


If to the Company:


 


Pish Posh Baby LLC


1915 Swarthmore Ave


Lakewood NJ 08701


Attn: Dov Kurlander,
Managing Member and CEO


email: dov@pishposhbaby.com


  


With a copy (for informational
purposes only) to:


 


Law Office of Andrew
Coldicutt


Attn: Andrew Coldicutt,
Esq.


email: Andrew@ColdicuttLaw.com


 


If to Legal Counsel:


 


Grushko & Mittman,
P.C.


515 Rockaway Avenue


Valley Stream, NY 11581


Attn: Barbara R. Mittman,
Esq.


Fax: (212) 697-3575


 


If to a Investor, to its address, facsimile number
and/or email address set forth on the Schedule of Investors attached hereto or on the signature pages of the Securities Purchase Agreement,
with copies to such Investor's representatives as set forth on the Schedule of Investors, or to such other address, facsimile number and/or
email address to the attention of such other Person as the recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or email containing the
time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


 




    	 	17	 



     


    

 


(d)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)          If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 


(f)          This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and
therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction
Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof and thereof.


 


(g)          Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.


 


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


 


(i)          This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of
a copy of this Agreement bearing the signature of the party so delivering this Agreement.


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


 




    	 	18	 



     


    

 


(k)          All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by the Required Holders, determined as if the outstanding Preferred Stock and Warrants then held by Investors have
been converted and exercised for Registrable Securities without regard to any limitations on conversion of the Preferred Stock or exercise
of the Warrants.


 


(l)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party. (m) This Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)        The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this
Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein, and no
action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated herein.


 


(o)          Legal
Counsel may resign as Legal Counsel on five (5) calendar days prior notice to the Company and the Investors. Legal Counsel may rely on
instructions from the holders of a majority of the Registrable Securities.


 


* * * * * *


 


[Signature Page Follows]


 




    	 	19	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	PISH POSH BABY LLC
	 	 
	 	By:	 
	 	 	Name: Dov Kurlander
	 	 	Title:   Managing Member and CEO


 


[SINATURE PAGE OF HOLDERS FOLLOWS]


 




    	 	20	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	American European Insurance Company
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Nachum Stein
	 	 
	Name of Authorized Signatory:	Nachum Stein
	 	 
	Title of Authorized Signatory:	President
	 	 
	Email Address of Authorized Signatory:	ns11238193@aol.com
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849
	 	 
	State of Incorporation of Investor:	 
	 	 
	Address for Notice to Investor:	605 Third
    Ave. 9th Floor
	 	 
	 	New York, NY 10158
	 	 
	Taxpayer ID# (if applicable):	02-6005008







    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


Alpha Capital Anstalt


Altenbech 8 / 9490 vaduz


Liechtenstein


 


	Name of Investor	Alpha Capital Anstalt
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Nicola Feuerstein
	 	 
	Name of Authorized Signatory:	Nicola Feuerstein
	 	 
	Title of Authorized Signatory:	Director
	 	 
	Email Address of Authorized Signatory:	info@alphacapital.li
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	State of Incorporation of Investor:	Liechtenstein
	 	 
	Address for Notice to Investor:	Alpha Capital Anstalt
	 	c/o LH Financial Services
	 	510 Madison
    Avenue / Suite 1400 / New York N. Y. 10022
	 	 
	Taxpayer ID# (if applicable):	n/a (foreign)


 




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	Bernard
    Warman
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Bernard
    Warman
	 	 
	Name of Authorized Signatory:	Bernard
    Warman
	 	 
	Title of Authorized Signatory:	self
	 	 
	Email Address of Authorized
    Signatory:	bwarman@mocwlarclosets.com
	 	 
	Facsimile Number of Authorized
    Signatory:	732 612 1007
	 	 
	State of Incorporation
    of Investor:	NJ
	 	 
	Address for Notice to Investor:	172
    NEW EGYPT RD
	 	
	 	LAKEWOOD
    NJ 187101
	 	 
	Taxpayer ID# (if applicable):	109680226





 




    	 	21	 



     


    

  


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	Four Kids Investment Fund LLC
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Jonathan Hong
	 	 
	Name of Authorized Signatory:	Jonathan Hong
	 	 
	Title of Authorized Signatory:	Manager
	 	 
	Email Address of Authorized Signatory:	Jonathanhong@Aol.com
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	State of Incorporation of Investor:	Florida
	 	 
	Address for Notice to Investor:	5825 Windsor Court
	 	 
	 	Boca Raton, FL 33496
	 	 
	Taxpayer ID# (if applicable):	27-1734710





 




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	The Hewlett Fund LP
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Martin Chopp
	 	 
	Name of Authorized Signatory:	Martin Chopp
	 	 
	Title of Authorized Signatory:	General Partner
	 	 
	Email Address of Authorized Signatory:	MC@hewlettfund.com
	 	 
	Facsimile Number of Authorized Signatory:	516-887-8990
	 	 
	State of Incorporation of Investor:	NYS
	 	 
	Address for Notice to Investor:	100 Merrick
    Rd- Ste 400W
	 	 
	 	Rockville Centre, NY 11570
	 	 
	Taxpayer ID# (if applicable):	06-1519205


 




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	Jacob Friedman
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Jacob Friedman
	 	 
	Name of Authorized Signatory:	Jacob Friedman
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	Jacob@Primeaveracommunities.com
	 	 
	Facsimile Number of Authorized Signatory:	732-616-1461
	 	 
	State of Incorporation of Investor:	NJ
	 	 
	Address for Notice to Investor:	110 Hillside BLVD Suite 15
	 	 
	 	Lakewood, NJ 08701
	 	 
	Taxpayer ID# (if applicable):	###-##-####


  




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	L1 Capital Gobal Opportunities Maser Fund
	 	 
	Signature of Authorized Signatory of Investor:	/s/ David Feldman
	 	 
	Name of Authorized Signatory:	David Feldman
	 	 
	Title of Authorized Signatory:	Portfolio Manager
	 	 
	Email Address of Authorized Signatory:	dfeldman@l1capitalglobal.com
	 	 
	Facsimile Number of Authorized Signatory:	+1 646-202-1441
	 	 
	State of Incorporation of Investor:	Cayman Islands
	 	 
	Address for Notice to Investor:	1688 Meridian Avenue., Level 6
	 	 
	 	Miami Beach, FL 33139
	 	 
	Taxpayer ID# (if applicable):	981241877


  




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	Nachum Stein
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Nachum Stein
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	ns11238193@aol.com
	 	 
	Facsimile Number of Authorized Signatory:	212-355-7849
	 	 
	State of Incorporation of Investor:	 
	 	 
	Address for Notice to Investor:	605 Third
    Ave. 9th Floor
	 	 
	 	New York, NY 10158
	 	 
	Taxpayer ID# (if applicable):	 


  




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	Nehama
    Berlmaer
	 	 
	Signature of Authorized Signatory of Investor:	/s/ Nehama
    Berlmaer
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized
    Signatory:	Nateav
    B@Berlmereals.com
	 	 
	Facsimile Number of Authorized
    Signatory:	 
	 	 
	State of Incorporation
    of Investor:	 
	 	 
	Address for Notice to Investor:	 
	 	 
	 	 
	 	 
	Taxpayer ID# (if applicable):	 





 




    	 	21	 



     


    

 


[SINATURE PAGE OF INVESTOR TO PISH POSH BABY LLC RRA]


 


	Name of Investor	RALPH RIEDER
	 	 
	Signature of Authorized Signatory of Investor:	/s/ RALPH RIEDER
	 	 
	Name of Authorized Signatory:	RALPH RIEDER
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	ralph@fieldstoneprop.com
	 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	State of Incorporation of Investor:	 
	 	 
	Address for Notice to Investor:	285 CENTRAL PARK WEST NY NY10024
	 	 
	 	 
	 	 
	Taxpayer ID# (if applicable):	 


  



    	 	21	 



     


    




  


SCHEDULE OF INVESTORS


 




     


     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION
STATEMENT


 


[TRANSFER AGENT]


 


Re:      Mergeco 


 


Ladies and Gentlemen:


 


We have been requested by Mergeco,
a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities
Purchase Agreement, dated as of November 30, 2021 (the “Securities Purchase Agreement”), entered into by and among
the Company and the purchasers named therein (collectively, the “Holders”) pursuant to which the Company issued to
the Holders convertible Series A Preferred Stock (“Preferred Stock”) convertible for shares of the Company's common
stock, par value $[RC] per share (the “Common Stock”) (the Mergeco Common
Stock issuable pursuant to the terms of the Preferred Stock and Securities Purchase Agreement, collectively, the “Conversion
Shares”), shares of Common Stock, and warrants exercisable for Mergeco Common Stock (the “Warrants”). Pursuant
to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities
(as defined in the Registration Rights Agreement), including the Conversion Shares issuable pursuant to the Securities Purchase Agreement
and the Mergeco Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”).
The description of the Registrable Securities are set forth on Schedule A hereto [Selling Shareholder Table]. In connection with
the Company's obligations under the Registration Rights Agreement, on October__, 2021, the Company filed a Registration Statement on
Form S-[RC](File No. 333 -_____________) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling shareholder thereunder.


 


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


 


This letter, unless and until subsequently
revoked or modified orally by [REQUIRES COMPLETION] in writing from any member of this firm
(which writing may include email correspondence), shall serve as our standing instruction to you that the Registrable Securities set forth
on Schedule A hereto are freely transferable by the Holders pursuant to the Registration Statement. You need not require further
letters from us to effect any future legend-free issuance or reissuance of Registrable Securities to the Holders as contemplated by the
Company's Irrevocable Transfer Agent Instructions dated


 


[●], 2021


 


Very truly yours,


 




     


     


    

 


EXHIBIT B


 


SELLING SHAREHOLDERS


 


The Mergeco Common Stock being
offered by the selling stockholders are those issued pursuant to the Securities Purchase Agreement upon conversion of the Preferred Stock
and exercise of Warrants that were issued to the selling stockholders pursuant to the Securities Purchase Agreement dated as of November
30, 2021 (the “Securities Purchase Agreement”), by and among the Company and the investors named therein, upon conversion
of the Preferred Stock and upon exercise of the Warrants. We are registering the Mergeco Common Stock in order to permit the selling
stockholders to offer the shares for resale from time to time. [Except for the ownership of member
interests of Mergeco’s merger predecessor, the Mergeco Common Stock and the warrants issued pursuant to the Securities Purchase
Agreement, the selling shareholders have not had any material relationship with us within the past three years.]


 


The table below lists the selling
stockholders and other information regarding the beneficial ownership of the Mergeco Common Stock by each of the selling stockholders.
The second column lists the number of Mergeco Common Stock beneficially owned by each selling stockholder, based on its ownership of the
Mergeco Common Stock, Series A Preferred Stock and Warrants, as of _________, 2021, assuming conversion of all Series A Preferred Stock
and exercise of all Warrants held by the selling stockholder on that date, without regard to any limitations on exercise.


 


The third column lists the Mergeco
Common Stock being offered by this prospectus by the selling stockholders and does not take in account any limitations on (i) conversion
of the Series A Preferred Stock or issuance of Common Stock or (ii) exercise of the Warrants.


 


In accordance with the terms of
a registration rights agreement with the selling stockholders (the “Registration Rights Agreement”), this prospectus
generally covers the resale of at least the sum of (i) Mergeco Common Stock, (ii) the number of Mergeco Common Stock issued upon conversion
of the Series A Preferred Stock issued pursuant to the Securities Purchase Agreement as of the trading day immediately preceding the date
the registration statement is initially filed with the SEC, and (iii) the maximum number of Mergeco Common Stock issued and issuable upon
exercise of the related Warrants as of the trading day immediately preceding the date the registration statement is initially filed with
the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.


 


Under the terms of the Series
A Preferred Stock, a selling stockholder may not convert the Series A Preferred Stock to the extent such exercise would cause such selling
stockholder, together with its affiliates, to beneficially own a number of Mergeco Common Stock which would exceed [RC]%
of our then outstanding Mergeco Common Stock following such exercise. Under the terms of the Warrants, a selling stockholder may not
exercise the Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially
own a number of Mergeco Common Stock which would exceed [RC]% of our then outstanding Mergeco
Common Stock following such exercise, excluding for purposes of such determination Mergeco Common Stock issuable upon conversion of Series
A Preferred Stock and exercise of the Warrants which have not been exercised. The number of shares in the second column does not reflect
these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 




     


     


    

  


	 	 	 	 	Maximum Number	 	Number of
	 	 	Number of Mergeco	 	of Mergeco	 	Mergeco
	 	 	Common Stock	 	Common Stockto be	 	Common Stock
	 	 	Owned Prior to	 	Sold Pursuant to	 	Owned After
	Name of Selling Shareholder	 	Offering	 	this Prospectus	 	Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




     


     


    

 


PLAN OF DISTRIBUTION


 


We are registering the Mergeco Common Stock issued
pursuant to the Securities Purchase Agreement, that may be issued upon conversion of the Series A Preferred Stock issued pursuant to the
SecuritiesPurchase Agreement and upon exercise of the Warrants issued pursuant to the terms of the Securities Purchase Agreement to
permit the resale of these Mergeco Common Stock by the holders of such shares, Series A Preferred Stock and Warrants from time to time
after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the Mergeco Common
Stock. We will bear all fees and expenses incident to our obligation to register the Mergeco Common Stock.


 


The selling stockholders may sell all or a portion
of the Mergeco Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the Mergeco Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be
responsible for underwriting discounts or commissions or agent's commissions. The Mergeco Common Stock may be sold in one or more transactions
at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more


of the following methods:


 


	 	·	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	·	in the over-the-counter market;
	 	·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	·	through the writing of options, whether such options are listed on an options exchange or otherwise;
	 	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	 	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	·	an exchange distribution in accordance with the rules of the applicable exchange;
	 	·	privately negotiated transactions;
	 	·	short sales effected after the effective date of this Registration Statement;
	 	·	sales pursuant to Rule 144;
	 	·	broker-dealers may agree with the selling security holders to sell a specified number of such shares at stipulated price per share;
	 	·	a combination of any such methods of sale; and
	 	·	any other method permitted pursuant to applicable law.






 




     


     


    

 


If the selling stockholders effect such transactions by selling Mergeco
Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling stockholders or commissions from Investors of the Mergeco Common
Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with
sales of the Mergeco Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Mergeco Common Stock in the course of hedging in positions they assume. The selling stockholders
may also sell Mergeco Common Stock short and deliver Mergeco Common Stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge Mergeco Common Stock to
broker-dealers that in turn may sell such shares.


 


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


 


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


 


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


 


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


 


The selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Mergeco Common Stock by the selling
stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution
of the Mergeco Common Stock to engage in market-making activities with respect to the Mergeco Common Stock. All of the foregoing may affect
the marketability of the Mergeco Common Stock and the ability of any person or entity to engage in market-making activities with respect
to the Mergeco Common Stock.


 


We will pay all expenses of the
registration of the Mergeco Common Stock pursuant to the Registration Rights Agreement, estimated to be $[___]
in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws;
provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify
the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the Registration
Rights Agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against
civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the
selling stockholder specifically for use in this prospectus, in accordance with the Registration Rights Agreement, or we may be entitled
to contribution.


 


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