Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is made and entered into as of November [●], 2020, by and among PLx Pharma Inc., a Delaware
corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”,
and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase
Agreement, defined below).


 


RECITALS


 


A.               
In connection with the Securities Purchase Agreement, by and among the Company and the Purchasers, dated as of November
16, 2020 (the “Purchase Agreement”), the Company has agreed, upon the terms and conditions stated in
the Purchase Agreement, to issue and sell to each Purchaser on the Closing Date immediately separable Units, with each Unit consisting
of: (i) one share of the Common Stock (the “Unit Shares”) and (ii) a Warrant to acquire one share of Common
Stock (the “Warrant Shares”, together with the Unit Shares, the “Shares”)


 


B.                
To induce the Purchasers to execute and deliver the Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act, and applicable state securities laws.


 


AGREEMENT


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I

DEFINITIONS


 


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


 


“Affiliate” means, with
respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such
Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Board” means the Board
of Directors of the Company.


 


“Business Day” means
any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the state
of New York generally are authorized or required by law or other government actions to close.


 






     


     


    

 


“Closing Date” means
the date of the closing of the acquisition and issuance of the Company Shares pursuant to the Purchase Agreement.


 


“Commission” means the
Securities and Exchange Commission.


 


“Effectiveness Date”
means the date the Registration Statement has been declared effective by the Commission.


 


“Effectiveness Deadline”
means the date which is the earlier of (x) (i) in the event that the Registration Statement is not subject to a review by the Commission,
sixty (60) calendar days after the Filing Date or (ii) in the event that the Registration Statement is subject to a review by the
Commission, ninety (90) calendar days after the Filing Date and (y) the fifth (5th) Business Day after the date the Company is
notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed or
will not be subject to further review; provided, however, that if the Effectiveness Deadline falls on a Saturday,
Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business
Day on which the Commission is open for business.


 


“Effectiveness Failure”
shall have the meaning set forth in Section 2.2.


 


“Effectiveness Period”
shall have the meaning set forth in Section 2.1.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Failure” or “Failures”
shall have the meaning set forth in Section 2.2.


 


“Filing Date” means the
thirtieth (30th) Business Day following the Closing Date; provided, however, that if the Filing Date falls on a day that is not
a Business Day, then the Filing Date shall be extended to the next Business Day.


 


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


 


“Indemnified Party” shall
have the meaning set forth in Section 5.3(a).


 


“Indemnifying Party”
shall have the meaning set forth in Section 5.3(a).


 


“Losses” shall have the
meaning set forth in Section 5.1.


 


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


 


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


 






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


 


“Registrable Securities”
means (i) the Unit Shares issued to the Purchasers and (ii) the Warrant Shares issued or issuable to the Purchasers upon exercise
of the Warrants; provided, however, that the applicable Holder has completed and delivered to the Company a Selling
Stockholder Questionnaire; and provided further that such securities shall no longer be deemed Registrable Securities if (i) such
securities have been sold pursuant to a Registration Statement, (ii) such securities have been sold in compliance with Rule 144,
or (ii) all such securities may be sold without limitation or restriction pursuant to Rule 144.


 


“Registration Statement”
means the registration statements and any additional registration statements contemplated by Article II, including (in each case)
the related Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference in such registration statement.


 


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


 


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


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


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


 


“Transaction Documents”
means this Agreement, the Purchase Agreement, and the schedules and exhibits attached hereto and thereto.


 






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ARTICLE II

REGISTRATION


 


2.1             
Registration Obligations; Filing Date Registration. The Company shall use reasonable best efforts to prepare and
file with the Commission on or prior to the Filing Date a Registration Statement covering the resale of the Registrable Securities
as would permit the sale and distribution of all the Registrable Securities from time to time pursuant to Rule 415 in the manner
reasonably requested by the Holder. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible
to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate
form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the
Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall
use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Registration Statement
shall contain the “Plan of Distribution” section in substantially the form attached hereto as Annex A. The Company
shall use reasonable best efforts to cause the Registration Statement filed by it to be declared effective under the Securities
Act as promptly as practicable after the filing thereof but in any event prior to the Effectiveness Deadline, and, subject to Section
3.1(m) hereof, to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) such
date as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities or (ii) the
date that is two (2) years following the Closing Date (the “Effectiveness Period”). By 4:00 p.m. (New York City
time) on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424
under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 


2.2             
Effect of Failure to File Registration Statement. If 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 (i) not filed with the Commission
by the Filing Date (a “Filing Failure”) or (ii) not declared effective by the Commission on or before the Effectiveness
Deadline (an “Effectiveness Failure” and, collectively with a Filing Failure, the “Failures”
and each a “Failure”), then, in satisfaction of the damages to any holder of Registrable Securities by reason
of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive
of any other remedies available at law or in equity), the Company shall pay to each such holder of Registrable Securities relating
to such Registration Statement an amount in cash equal to one half of one percent (0.5%) of the aggregate Purchase Price (as such
term is defined in the Purchase Agreement) of such Holder’s Registrable Securities included in such Registration Statement
on the day of a Failure and on every thirtieth day (pro rated for shorter periods) thereafter until such Failure is cured. The
payments to which a Holder shall be entitled pursuant to this Section 2.2 are referred to herein as “Registration Delay
Payments.” Registration Delay Payments shall be paid on the earlier of (i) the last day of the calendar month during
which such Registration Delay Payments are incurred and (ii) the third (3rd) 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 simple interest at the rate of three percent (3.0%) of such unpaid Registration Delay
Payment per annum (pro rated for shorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the
Purchase Agreement, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, five percent
(5%) of the aggregate Purchase Price of the Securities.


 






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ARTICLE III

REGISTRATION PROCEDURES


 


3.1             
Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)              
Prepare and file with the Commission on or prior to the Filing Date, a Registration Statement on Form S-3 (or if the Company
is not then eligible to register for resale the Registrable Securities on Form S-3 such Registration Statement shall be on another
appropriate form in accordance with the Securities Act and the rules and regulations promulgated thereunder) in accordance with
the method or methods of distribution thereof as described on Annex A hereto (except if otherwise directed by all of the
Holders), and use reasonable best efforts to cause the Registration Statement to become effective and remain effective as provided
herein.


 


(b)              
Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement
as may be necessary to keep the Registration Statement continuously effective (subject to Section 3.1(m)) as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements,
if necessary, in order to register for resale under the Securities Act all of the Registrable Securities; cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; respond promptly to any comments received
from the Commission with respect to the Registration Statement or any amendment thereto and promptly provide the Holders true and
complete copies of all correspondence from and to the Commission relating to such Registration Statement; and comply in all material
respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)              
At the time the Commission declares the Registration Statement effective, each Holder shall be named as a selling stockholder
in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to
purchasers of Registrable Securities included in the Registration Statement in accordance with applicable law, subject to the terms
and conditions hereof. From and after the date the Registration Statement is declared effective, any Holder not named as a selling
stockholder in the Registration Statement at the time of effectiveness may request that the Company amend or supplement the Registration
Statement to include such Holder as a selling stockholder, and the Company shall, as promptly as practicable and in any event upon
the later of (x) ten (10) Business Days after such date or (y) ten (10) Business Days after the expiration of any Deferral Period
(as defined in Section 3.1(m)) that is either in effect or put into effect within ten (10) Business Days of such date:


 


(i)                
if required by applicable law, prepare and file with the Commission a post-effective amendment to the Registration Statement
or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file with the Commission any other required document so that the Holder is named
as a selling stockholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to
deliver such Prospectus to purchasers of such Holder’s Registrable Securities included in the Shelf Registration Statement
in accordance with applicable law and, if the Company shall file a post-effective amendment to the Registration Statement, use
its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly
as is practicable, but in any event by the date that is sixty (60) days after the date such post-effective amendment is required
by this clause to be filed;


 






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(ii)             
provide such Holder copies of any documents filed pursuant to Section 3.1(c)(i); and


 


(iii)           
notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 3.1(c)(i);


 


(d)              
Promptly notify the Holders of Registrable Securities (i)(A) when a Registration Statement, a Prospectus or any Prospectus
supplement or pre- or post-effective amendment to the Registration Statement is filed; (B) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on
such Registration Statement, and if requested by such Holders, furnish to them a copy of such comments and the Company’s
responses thereto and (C) with respect to the Registration Statement or any post- effective amendment filed by the Company, when
the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments
or supplements to the Registration Statement or Prospectus or for additional information of the Company; (iii) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable Securities of the Company for
sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or
other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.


 


(e)              
Use reasonable best efforts to avoid the issuance of, and, if issued, to obtain the withdrawal of, (i) any order suspending
the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any U.S. jurisdiction.


 


(f)               
If requested by the Holders of a majority of the Registrable Securities, (i) promptly incorporate in a Prospectus supplement
or post- effective amendment to the Registration Statement such information as such Holders reasonably request to be included therein
unless the inclusion of such information would reasonably be expected to expose the Company to liability under federal and state
securities laws and regulations and (ii) make all required filings of such Prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement
or post-effective amendment.


 






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(g)              
Furnish to each Holder, without charge and upon request, at least one conformed copy of each Registration Statement and
each amendment thereto, including financial statements and schedules, and, to the extent requested by such Person, all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission, provided, that the Company shall have no obligation
to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


 


(h)              
Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to
the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto to the extent permitted
by federal and state securities laws and regulations.


 


(i)                
Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities
of the Company to be sold pursuant to a Registration Statement.


 


(j)                
Upon the occurrence of any event contemplated by Section 3.1(d)(v), as promptly as practicable prepare a supplement or amendment,
including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither
the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.


 


(k)              
Use reasonable best efforts to cause all Registrable Securities relating to the Registration Statement to be listed on the
Nasdaq Stock Market, LLC or any subsequent securities exchange, quotation system or market, if any, on which similar securities
issued by the Company are then listed or traded.


 


(l)                
The Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution
of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude
from such registration the Registrable Securities of any such Holder who fails to furnish such information within fifteen (15)
days after receiving such request.


 






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(m)            
If (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in
the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant
business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course
of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board
reasonably determines not to be in the Company’s best interest to disclose, then the Company may postpone or suspend filing
or effectiveness of a Registration Statement for a period (a “Deferral Period”) not to exceed sixty (60) consecutive
days, provided that the Company may not postpone or suspend its obligation under this Section 3.1(m) for more than ninety (90)
days in the aggregate during any 12-month period; provided, however, that no such postponement or suspension by the Company shall
be permitted for more than one sixty (60) day period, arising out of the same set of facts, circumstances or transactions.


 


(n)              
The Company shall use reasonable best efforts to register or qualify, or cooperate with the Holders of the Registrable Securities
included in the Registration Statement in connection with the registration or qualification of, the resale of the Registrable Securities
under applicable securities or “blue sky” laws of such states of the United States as any such Holder requests in writing
and to do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service
of process or to taxation in any jurisdiction to which it is not then so subject.


 


(o)              
The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable
to the Registration and will make generally available to its security holders (or otherwise provide in accordance with Section
11(a) of the Securities Act) an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder, no later than 45 days after the end of a 12-month period (or 90 days, if such period is
a fiscal year) beginning with the Company’s first fiscal quarter commencing after the effective date of the Registration
Statement.


 


3.2             
Holder Obligations.


 


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


 






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(b)              
Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable
Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated
in Section 3.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become
effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the
prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities
pursuant to the Registration Statement.


 


(c)              
Upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3.1(d)(ii), 3.1(d)(iii),
3.1(d) (iv), 3.1(d)(v) or 3.1(m), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration
Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement
contemplated by Section 3.1(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may
be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration Statement.


 


ARTICLE IV

REGISTRATION EXPENSES


 


4.1             
Registration Expenses. All reasonable fees and expenses incident to the performance of or compliance with this Agreement
by the Company (excluding underwriters’ discounts and commissions and all fees and expenses of legal counsel, accountants
and other advisors for any Purchaser except as specifically provided below), except as and to the extent specified in this Section
4.1, shall be borne by the Company whether or not a Registration Statement is filed by the Company or becomes effective and whether
or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the Nasdaq Stock Market, LLC and each other securities exchange or market
on which Registrable Securities are required hereunder to be listed, (B) with respect to filings required to be made by the Company
with the Financial Industry Regulatory Authority and (C) in compliance with state securities or Blue Sky laws by the Company or
with respect to Registrable Securities, (ii) messenger, telephone and delivery expenses, (iii) fees and disbursements of counsel
for the Company, (iv) Securities Act liability insurance, if the Company so desires such insurance, and (v) fees and expenses of
all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement,
including, without limitation, the Company’s independent public accountants. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on
any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar
fees or commissions of any Purchaser or, except to the extent provided for above or in the Transaction Documents, any legal fees
or other costs of the Purchasers.


 






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ARTICLE V

INDEMNIFICATION


 


5.1             
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and
hold harmless each Holder, its permitted assignees, officers, directors, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Company Common Stock),
underwriters, investment advisors and employees, each Person who controls any such Holder or permitted assignee (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each
such controlling Person, and the respective successors, assigns, estate and personal representatives of each of the foregoing,
to the fullest extent permitted by applicable law, from and against any and all claims, losses, damages, liabilities, penalties,
judgments, costs (including, without limitation, costs of investigation) and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) (collectively, “Losses”), arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or amended, if applicable,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, except (i) to the extent, but only to the extent, that such untrue statements
or omissions or alleged untrue statements or omissions are based upon information regarding such Holder furnished in writing to
the Company by such Holder expressly for use in such Registration Statement, such Prospectus or in any amendment or supplement
thereto or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was furnished in writing by such Holder expressly for use therein (it being understood that each Holder
has approved Annex A hereto for this purpose); or (ii) in the case of an occurrence of an event of the type specified in
Section 3.1(d)(ii)-(v), the use by a Holder of an outdated or defective Prospectus, but only if and to the extent that following
such receipt the misstatement or omission giving rise to such Loss would have been corrected; provided, however, that the indemnity
agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any Losses if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company shall notify such
Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an Indemnified Party (as defined in Section 5.3(a) hereof) and shall survive the transfer of the Registrable
Securities by the Holder.


 


5.2             
Indemnification by Holders. Each Holder and its permitted assignees shall, severally and not jointly, indemnify and
hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or relating to any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, as supplemented or amended,
if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances
under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged
untrue statement or omission is contained in or omitted from any information regarding such Holder furnished in writing to the
Company by such Holder expressly for use in therein, and that such information was reasonably relied upon by the Company for use
therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was furnished in writing by such Holder expressly for use therein (it being understood that each Holder
has approved Annex A hereto for this purpose); provided, however, that in no event shall a Holder’s liability
pursuant to this Subsection 5.2, exceed the proceeds from the offering received by such Holder, except in the case of willful misconduct
or fraud by such Holder.


 






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5.3             
Conduct of Indemnification Proceedings.


 


(a)              
If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party promptly shall notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations
or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.


 


(b)              
An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly
to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding;
or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel (which shall be reasonably acceptable to the Indemnifying
Party) that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, the Indemnifying Party shall be responsible for reasonable fees and expenses of no more than one counsel
(together with appropriate local counsel) for the Indemnified Parties). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is or could have been a party, unless such settlement (i) includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.


 






    11 


     


    

 


(c)              
All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be
paid to the Indemnified Party, as incurred, within twenty (20) Business Days of written notice thereof to the Indemnifying Party
(regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided,
that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent
it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).


 


5.4             
Contribution.


 


(a)              
If a claim for indemnification under Section 5.1 or 5.2 is unavailable to an Indemnified Party because of a failure or refusal
of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material
fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such
Indemnifying, Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 5.3, any reasonable attorneys’ or other reasonable
fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its
terms.


 


(b)              
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(c)              
The indemnity and contribution agreements contained in this Article V are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties.


 






    12 


     


    

 


ARTICLE VI

RULE 144


 


6.1             
Rule 144. As long as any Holder owns any Registrable Securities, the Company covenants to use its commercially reasonable
efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants
that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
such Person to sell the Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant
to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


ARTICLE VII

MISCELLANEOUS


 


7.1             
Effectiveness. The Company’s obligations hereunder shall be conditioned upon the occurrence of the Closing
under the Purchase Agreement, and this Agreement shall not be effective until such Closing. If the Purchase Agreement shall be
terminated prior to the Closing, then this Agreement shall be void and of no further force or effect (and no party hereto shall
have any rights or obligations with respect to this Agreement).


 


7.2             
Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement,
each non-breaching Holder and Company, as the case may be, in addition to being entitled to exercise all rights granted by law
and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.
The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason
of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.


 


7.3             
Entire Agreement; Amendment. This Agreement and the other Transaction Documents contain the entire understanding
and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein or therein,
neither the Company nor any Holder make any representation, warranty, covenant or undertaking with respect to such matters, and
they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. This
Agreement and any term hereof may be amended, terminated or waived only with the written consent of the Company and the Holders
of at least a majority of all outstanding Registrable Securities then held by all Holders. Any amendment or waiver effected in
accordance with this Section 7.3 shall be binding upon each Holder (and their permitted assigns).


 


7.4             
No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement
with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.


 






    13 


     


    

 


7.5             
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile or email at the facsimile number or email address specified in this Section prior to 4:00
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or email at the facsimile number or email address specified in this Section on a day that is not a Trading
Day or later than 4:00 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
addresses, facsimile numbers and email addresses for such notices and communications are those set forth below, or such other address
or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person:


 


	If to the Company:	 	
        PLx Pharma Inc.

        9 Fishers Lane

        Suite E

        Sparta, NJ 07871

        Attention: Chief Financial Officer

        Email: roconnor@plxpharma.com

         

	with copies (which copies shall not constitute notice to the Company) to:	 	
        Olshan Frome Wolosky LLP

        1325 Avenue of the Americas

        New York, NY 10019

        Attention: Robert Friedman

        Email: rfriedman@olshanlaw.com

         

	If to the Purchasers:	 	To their respective addresses as set forth on Exhibit A attached hereto.


 


7.6             
Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.


 


7.7             
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns and shall inure to the benefit of each Holder and its successors and assigns. The Company may not assign
this Agreement or any of its rights or obligations hereunder without the prior written consent of the Holders of at least a majority
of all Registrable Securities then outstanding.


 






    14 


     


    

 


7.8             
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register
for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or
a portion of the Registrable Securities if: (i) the Holder 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 Registrable Securities with respect to which such registration rights are being transferred or assigned
to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee
or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the
applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors
and assigns.


 


7.9             
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


 


7.10         
Termination. This Agreement shall terminate at the end of the Effectiveness Period, except that Articles IV and V
and this Article VII shall remain in effect in accordance with their terms.


 


7.11         
Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New Jersey without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to
the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. If any party hereto shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then,
the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






    15 


     


    

 


7.12         
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


7.13         
Severability. If any provision hereof should be held invalid, illegal or unenforceable in any respect, then, to the
fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect and shall be liberally construed
in order to carry out the intentions of the parties as nearly as may be possible and (b) the parties shall use their best efforts
to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as
practical, implement the purposes of such provision(s) in this Agreement.


 


7.14         
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof. 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.


 


[SIGNATURE PAGES TO FOLLOW]


 






    16 


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Registration Rights Agreement to be duly executed by their respective authorized officers as of the date first
above written.


 


	 	THE COMPANY:
	 	 
	 	PLX PHARMA INC.
	 	 
	 	By:	
 


	 	 	Name:	Natasha Giordano
	 	 	Title:	Chief Executive Officer


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Registration Rights Agreement to be duly executed by their respective authorized officers as of the date first
above written.


 








	 	PURCHASERS: 
	 	 
	 	[PURCHASER]
	 	 
	 	By:	
 


	 	 	Name:	 
	 	 	Title:	 


 






     


     


    

 


SCHEDULE 1

SCHEDULE OF PURCHASERS


 


	Name
                                       of Purchaser and

        Address/Contact
        Information
	 	Units
                                       Purchased
	 	Number
                                       of Unit Shares Separable from Units Purchased
	 	Number
                                       of Warrant Shares Exercisable from Warrants Separable from Units Purchased
	 	Aggregate
                                       Unit Purchase Price

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	TOTAL:	 	 	 	 	 	 	 	 


 






     


     


    

 


ANNEX A

PLAN OF DISTRIBUTION


 


The selling stockholders, which as used
herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock previously issued
and the shares of common stock issuable upon exercise of the warrants or interests in shares of common stock received after the
date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time
to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock
on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling stockholders
may sell their shares of our common stock pursuant to this prospectus at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders may use any one
or more of the following methods when disposing of shares or interests therein:


 


		·	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;



 


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



 


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



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholders may, from time
to time, pledge or grant a security interest in some or all of the shares of common 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 shares of common
stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


We have agreed to indemnify the selling
stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration
of the shares offered by this prospectus.


 


We have agreed with the selling stockholders
to keep the registration statement of which this prospectus constitutes a part effective until such time as the shares offered
by the selling stockholders have been effectively registered under the Securities Act and disposed of in accordance with such registration
statement, the shares offered by the selling stockholders have been disposed of pursuant to Rule 144 under the Securities Act or
the shares offered by the selling stockholders may be resold pursuant to Rule 144 without restriction or limitation (including
without the requirement to be in compliance with Rule 144(c)(1)) or another similar exemption under the Securities Act.


 






     


     


    

 


ANNEX B

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


PLx PHARMA Inc.


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial owner of common
stock, $0.001 par value per share (the “Common Stock”), of PLx Pharma Inc. (the “Company”),
(the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of November __, 2020
(the “Registration Rights Agreement”), among the Company and the Purchasers named therein. The purpose of this
Questionnaire is to facilitate the filing of the Registration Statement under the Act that will permit you to resell the Registrable
Securities in the future. The information supplied by you will be used in preparing the Registration Statement. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


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


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below
in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder



 


________________________________________________________________________


 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below
are held:



 


________________________________________________________________________


 






     


     


    

 


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



 


________________________________________________________________________


 


		2.	Address for Notices to Selling Stockholder:



 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Telephone: ____________________________________________________________________


 


Fax: _________________________________________________________________________


 


Contact Person: ________________________________________________________________


 


E-mail address of Contact Person: __________________________________________________


 


		3.	Beneficial Ownership of Registrable Securities:



 


		(a)	Type and Number of Registrable Securities beneficially owned:



 


		4.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes ☐      
No ☐


 


Note: If yes, the Commission’s staff has indicated
that you should be identified as an underwriter in the Registration Statement.


 


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



 


Yes ☐      
No ☐


 


Note: If yes, provide a narrative explanation below:


 


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



 


Yes ☐      
No ☐


 


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


 






     


     


    

 


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



 


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


 


		(a)	As of ________ , 202__, the Selling Stockholder owned outright (including shares registered in Selling Stockholder’s
name individually or jointly with others, shares held in the name of a bank, broker, nominee, depository or in “street name”
for its account), _____________ shares of the Company’s capital stock (excluding the Registrable Securities). If “zero,”
please so state.



 


		(b)	In addition to the number of shares Selling Stockholder owned outright as indicated in Item 5(a) above, as of _______, 202__,
the Selling Stockholder had or shared voting power or investment power, directly or indirectly, through a contract, arrangement,
understanding, relationship or otherwise, with respect to _______________ shares of the Company’s capital stock (excluding
the Registrable Securities). If “zero,” please so state.



 


If the answer to Item 5(b) is not “zero,”
please complete the following tables:


 


	Sole Voting Power:	 	 	 
	
        Number of Shares
	 	
        Nature
of Relationship Resulting in Sole

Voting Power

	 	 	 	 
	Shared Voting Power:	 	 	 
	 	 	 	 
	
        Number of Shares
	 	
        With
Whom Shared
	 	
        Nature
of Relationship 

	 	 	 	 	 
	Sole Investment power:	 	 	 
	 	 	 	 
	Number of Shares	 	
        Nature
of Relationship Resulting in Sole Investment Power 

	 	 	 
	Shared Investment power:	 	 	 
	 	 	 	 
	
        Number of Shares
	 	
        With
Whom Shared
	 	
        Nature
of Relationship



	 	 	 
		(c)	As of ________, 202__, the Selling Stockholder had the right to acquire the following shares of the Company’s common
stock pursuant to the exercise of outstanding stock options, warrants or other rights (excluding the Registrable Securities). Please
describe the number, type and terms of the securities, the method of ownership, and whether the undersigned holds sole or shared
voting and investment power. If “none”, please so state.



 






     


     


    

 


		6.	Relationships with the Company:



 


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


 


State any exceptions here:


 


		7.	Plan of Distribution:



 


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


 


State any exceptions here:


 


________________________________________________________________________


 


________________________________________________________________________


 


***********


 


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and
prior to the effective date of any applicable Registration Statement filed pursuant to the Registration Rights Agreement.


 


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


 


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


 


The undersigned hereby acknowledges and
is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding
short selling:


 






     


     


    

 


“An Company filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The
Company was advised that the short sale could not be made before the registration statement become effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section
5 if the shares were effectively sold prior to the effective date.”


 


By returning this Questionnaire, the undersigned
will be deemed to be aware of the foregoing interpretation.


 


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


 


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


 


	Dated:	
 

	 	Beneficial Owner:	
 


	 	 	 
	 	 	By:	
 


	 	 	Name:
	 	 	Title: