Exhibit 10.1


	 






 


REGISTRATION RIGHTS AGREEMENT


 


by and between


 


PETROS PHARMACEUTICALS, INC.,


 


JCP III SM AIV, L.P.


 


Dated as of December 1, 2020


	 


 



    


     


    

 


Table
of Contents


 


	 	Page







 


	Section 1.	 	Certain Definitions	1
	Section 2.	 	Registration Rights	5
	2.1.	 	 	Demand Registrations	5
	2.2.	 	 	Piggyback Registrations	10
	2.3.	 	 	Allocation of Securities Included in Registration Statement	11
	2.4.	 	 	Registration Procedures	14
	2.5.	 	 	Registration Expenses	21
	2.6.	 	 	Certain Limitations on Registration Rights	21
	2.7.	 	 	Limitations on Sale or Distribution of Other Securities	21
	2.8.	 	 	No Required Sale	22
	2.9.	 	 	Indemnification	23
	2.10.	 	 	Limitations on Registration of Other Securities; Representation	27
	2.11.	 	 	No Inconsistent Agreements	27
	2.12.	 	 	Partner Distributions	27
	Section 3.	 	Underwritten Offerings	27
	3.1.	 	 	Requested Underwritten Offerings	27
	3.2.	 	 	Piggyback Underwritten Offerings	27
	Section 4.	 	General	28
	4.1.	 	 	Adjustments Affecting Registrable Securities	28
	4.2.	 	 	Rule 144 and Rule 144A	28
	4.3.	 	 	Nominees for Beneficial Owners	28
	4.4.	 	 	Amendments and Waivers	28
	4.5.	 	 	Notices	29
	4.6.	 	 	Successors and Assigns	30
	4.7.	 	 	Termination	30
	4.8.	 	 	Entire Agreement	30
	4.9.	 	 	Governing Law; Jurisdiction; WAIVER OF JURY TRIAL	31
	4.10.	 	 	Interpretation; Construction	31
	4.11.	 	 	Counterparts	31
	4.12.	 	 	Severability	31






 



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Table
of Contents 


(continued)



 


	 	Page


 


	4.13.	 	 	Specific Enforcement	32
	4.14.	 	 	Further Assurances	32
	4.15.	 	 	Confidentiality	32
	4.16.	 	 	Opt-Out Requests	33
	 	 	 	 	 
	Exhibit A	 	 	Joinder Agreement	 




 



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REGISTRATION RIGHTS
AGREEMENT, dated as of December 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time,
this “Agreement”), by and among (i) Petros Pharmaceuticals, Inc., a Delaware corporation (the “Parent”)
and (ii) JCP III SM AIV, L.P.


 


RECITALS:


 


WHEREAS, the
Parent, PM Merger Sub 1, LLC, a Delaware limited liability company (“Metuchen Merger Sub”), Metuchen Pharmaceuticals
LLC, a Delaware limited liability company (“Metuchen”), Neurotrope, Inc., a Nevada corporation (“Neurotrope”),
and PN Merger Sub 2, Inc., a Delaware corporation (“Neurotrope Merger Sub”) have entered into an Agreement
and Plan of Merger, dated as of May 17, 2020 (as amended from time to time on or prior to the date hereof, the “Merger
Agreement”), pursuant to which (i) Metuchen Merger Sub merged with and into Metuchen with Metuchen continuing as
the surviving entity and a wholly-owned subsidiary of the Parent (the “Metuchen Merger”) and (ii) Neurotrope
Merger Sub merged with and into Neurotrope with Metuchen continuing as the surviving entity and a wholly-owned subsidiary of the
Parent (the “Neurotrope Merger” and, with the Metuchen Merger, the “Mergers”).


 


WHEREAS, as
of or immediately following the closing of the Mergers (the “Closing”), the Juggernaut Holders (as defined
herein) will beneficially own shares of common stock, $0.0001 par value per share, of the Parent;


 


WHEREAS, in
connection with the Mergers, the Parent has agreed to provide the registration rights set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby
agree as follows:


 


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


 


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


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common
control with, such Person. For the purposes of this definition “control” (including, with correlative meanings, the
terms “controlling”, “controlled by” and “under common control with”), 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 specified Person, whether through the ownership of voting securities (the ownership of more than fifty percent (50%) of
the voting securities of an entity shall for purposes of this definition be deemed to be “control”), by contract or
otherwise. For the avoidance of doubt, neither the Parent nor any Person controlled by the Parent shall be deemed to be an Affiliate
of any Holder.


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


“Common Stock”
means all shares existing or hereafter authorized of common stock, $0.0001 par value per share, of the Parent and any class of
common stock of the Parent and any and all securities of any kind whatsoever which may be issued after the date hereof in respect
of, or in exchange for, such shares of common stock of the Parent pursuant to a merger, consolidation, stock split, stock dividend
or recapitalization of the Parent or otherwise.


 


“Common Stock
Equivalents” means, with respect to the Parent, all options, warrants and other securities convertible into, or exchangeable
or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other
conditions to which such securities may be subject), shares of Common Stock (including any note or debt security convertible into
or exchangeable for shares of Common Stock).


 


“Parent”
has the meaning ascribed to such term in the Preamble and, for purposes of this Agreement, such term shall include any Subsidiary
or parent company of the Parent.


 


“Confidential
Information” has the meaning ascribed to such term in Section 4.14.


 


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


 


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


 


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


 


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


 


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


 


“Expenses”
means any and all fees and expenses incident to the Parent’s performance of or compliance with Section 2, including:
(i) SEC, stock exchange, FINRA and all other registration and filing fees and all listing fees and fees with respect to the
inclusion of securities on the Nasdaq or on any other U.S. or non-U.S. securities market on which the Registrable Securities are
listed or quoted, (ii) fees and expenses of compliance with state securities or “blue sky” laws of any state
or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the
preparation of a “blue sky” survey, including reasonable fees and expenses of outside “blue sky” counsel
and securities counsel in foreign jurisdictions, (iii) word processing, printing and copying expenses, (iv) messenger
and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel
for the Parent, (vii) with respect to each registration or underwritten offering, the reasonable fees and disbursements of
one counsel for the Initiating Holder and one counsel for all other Participating Holder(s) collectively (selected by the
holders of a majority of the Registrable Securities held by such other Participating Holder(s)), together in each case with any
local counsel, provided that expenses payable by the Parent pursuant to this clause (vii) shall not exceed (1) $150,000
for the first registration pursuant to this Agreement and (2) $100,000 for each subsequent registration, (viii) fees
and disbursements of all independent public accountants (including the expenses of any opinion and/or audit/review and/or “comfort”
letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Parent, (ix) fees
and expenses payable to a Qualified Independent Underwriter (but expressly excluding any underwriting discounts and commissions),
(x) fees and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if
any, customarily paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the underwriters
in connection with any filing with or review by FINRA (but expressly excluding any underwriting discounts and commissions) and
(xii) rating agency fees and expenses.


 






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


 


“Holder”
or “Holders” means (1) any Person who is a signatory to this Agreement or (2) any permitted transferee
of Registrable Securities to whom any Person who is a signatory to this Agreement shall assign or transfer any rights hereunder,
provided that such transferee has agreed in writing to be bound by the terms of this Agreement in respect of such Registrable
Securities.


 


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


 


“Joinder
Agreement” means a writing in the form set forth in Exhibit A hereto whereby a new Holder of Registrable
Securities becomes a party to, and agrees to be bound, to the same extent as its transferor, as applicable, by the terms of this
Agreement.


 


“Juggernaut
Holders” means JCP III SM AIV, L.P. and its Affiliates.


 


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


 


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


 


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


 


“Merger Sub”
has the meaning ascribed to such term in the Recitals.


 


“Metuchen”
has the meaning ascribed to such term in the Recitals.


 


“Minimum
Threshold” means $10.0 million.


 


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


 


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


 






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“Partner
Distribution” has the meaning ascribed to such term in Section 2.1(a)(iii).


 


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


 


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


 


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


 


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


 


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


 


“Registrable
Securities” means (a) any shares of Common Stock held by the Holders at any time (including those held as a result
of, or issuable upon, the conversion or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at
a later time other than any shares of Common Stock received pursuant to an equity incentive plan adopted by the Parent on or after
the Closing Date, (b) any shares of Common Stock issued or issuable, directly or indirectly, in exchange for or with respect
to the Common Stock referenced in clause (a) above by way of stock dividend, stock split or combination of shares or in connection
with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities
issued in replacement of or exchange for any securities described in clause (a) or (b) above. For purposes of this
Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire, directly
or indirectly, such Registrable Securities (including upon conversion, exercise or exchange of any equity interests but disregarding
any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected,
and such Person shall not be required to convert, exercise or exchange such equity interests (or otherwise acquire such Registrable
Securities) to participate in any registered offering hereunder until the closing of such offering. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the
sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (B) such securities shall have been disposed of in compliance with the
requirements of Rule 144, (C) such securities have been sold in a public offering of securities or (D) such securities
have ceased to be outstanding.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Subsidiary”
means any direct or indirect subsidiary of the Parent on the date hereof and any direct or indirect subsidiary of the Parent organized
or acquired after the date hereof.


 


“Underwritten
Block Trade” has the meaning ascribed to such term in Section 2.1(a)(iii).


 


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


 


“WKSI”
means a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act).


 


Section 2.             Registration
Rights.


 


2.1.         Demand
Registrations.


 


(a)           (i) As
soon as practicable but no later than forty-five (45) calendar days following the closing of the Merger (the “Filing Date”),
the Parent shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such
registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities
(determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable
efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of
(x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Parent that it will “review”
the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Parent is notified in writing by
the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such
Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method
or combination of methods legally available to, and requested by, any Holder named therein. The Parent shall maintain the Shelf
Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including
post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective,
available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the
Parent files a Shelf Registration Statement on Form S-1, the Parent shall use its commercially reasonable efforts to convert
such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Parent is
eligible to use Form S-3.


 






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(ii)            Subject
to Section 2.1(c), following the nine (9) month anniversary of the date hereof, (i) the Juggernaut Holders shall
have the unlimited right at any time and from time to time to elect to sell all or any part (subject to the Minimum Threshold)
of its and its Affiliates’ Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration
Statement, in each case by delivering a written request therefor to the Parent specifying the number of Registrable Securities
to be included in such registration and the intended method of distribution thereof. The Juggernaut Holders shall make such election
by delivering to the Parent a written request (a “Shelf Underwriting Request”) for such underwritten offering
specifying the number of Registrable Securities that the Juggernaut Holders desire to sell pursuant to such underwritten offering
(the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the Juggernaut Holders making such
demand for registration shall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as
practicable, but no later than three (3) Business Days after receipt of a Shelf Underwriting Request, the Parent shall give
written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record
of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”).
The Parent, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable
Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf
Registrable Securities which shall have made a written request to the Parent for inclusion in such Shelf Underwriting (which request
shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days
after the receipt of the Shelf Underwriting Notice. The Parent shall, as expeditiously as possible (and in any event within fifteen
(15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable
best efforts to effect such Shelf Underwriting. The Parent shall, at the request of any Shelf Underwriting Initiating Holder or
any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or,
if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and
otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf
Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a
Shelf Registration Statement has been declared effective, the Shelf Underwriting Initiating Holders may request, and the Parent
shall be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings initiated by
the Juggernaut Holders pursuant to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(a)(ii),
each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market value of at least the
lesser of (a) the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Holders
participating in such Shelf Underwriting) and (b) the market value of the Shelf Underwriting Initiating Holders’ remaining
Registrable Securities, provided that such market value is at least $5.0 million. In connection with any Shelf Underwriting
(including an Underwritten Block Trade), the Shelf Underwriting Initiating Holders shall have the right to designate the Manager
and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade; provided
that in each case, each such underwriter is reasonably satisfactory to the Parent, which approval shall not be unreasonably withheld
or delayed.


 






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(iii)           Notwithstanding
the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction
or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of
a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an
already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating
Holder only needs to notify the Parent of the Underwritten Block Trade two (2) Business Days prior to the day such offering
is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten
Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that
the Shelf Underwriting Initiating Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to
work with the Parent and the underwriters prior to making such request in order to facilitate preparation of the registration
statement, prospectus and other offering documentation related to the Underwritten Block Trade.


 


(b)           At
any time that a Shelf Registration Statement provided for in Section 2.1(a) is not available for use by the Holders
following such Shelf Registration Statement being declared effective by the SEC (a “Demand Registration Period”),
subject to this Section 2.1(b) and Sections 2.1(c) and 2.3, at any time and from time
to time during such Demand Registration Period, following the nine (9) month anniversary of the date hereof, the Juggernaut
Holders shall have the right to require the Parent to effect one or more registration statements under the Securities Act covering
all or any part (subject to the Minimum Threshold) of its and its Affiliates’ Registrable Securities by delivering a written
request therefor to the Parent specifying the number of Registrable Securities to be included in such registration and the intended
method of distribution thereof. Any such request by any Juggernaut Holder pursuant to this Section 2.1(b) is
referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein
as a “Demand Registration” (with respect to any Demand Registration, the Juggernaut Holder(s) making such
demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.1(c),
the Juggernaut Holders shall be entitled to request (and the Parent shall be required to effect) an unlimited number of Demand
Registrations. The Parent shall give written notice (the “Demand Exercise Notice”) of such Demand Registration
Request to each of the Holders of record of Registrable Securities as promptly as practicable but no later than three (3) Business
Days (days after receipt of the Demand Registration Request. The Parent, subject to Sections 2.3 and 2.6,
shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable
Securities of any other Holder of Registrable Securities which shall have made a written request to the Parent for inclusion in
such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities
intended to be disposed of by such Participating Holder) within five (5) days following the receipt of any such Demand Exercise
Notice. The Parent shall, as expeditiously as possible, but subject to Section 2.1(c), use its reasonable best efforts
to (x) file with the SEC (no later than (A) sixty (60) days from the Parent’s receipt of the applicable Demand
Registration Request if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30)
days from the Parent’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3
or any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such registration
statement under the Securities Act that includes the Registrable Securities which the Parent has been so requested to register,
for distribution in accordance with the intended method of distribution, including a distribution to, and resale by, the members
or partners of a Holder (a “Partner Distribution”) and (z) if requested by the Initiating Holders, obtain
acceleration of the effective date of the registration statement relating to such registration.


 






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(c)           Notwithstanding
anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration
rights granted in Section 2.1 (a) and 2.1(b) are subject to the following limitations: (i) the Parent
shall not be required to cause a registration statement filed pursuant to Section 2.1(b) to be declared effective
within a period of ninety (90) days after the effective date of any other registration statement of the Parent filed pursuant
to the Securities Act (other than a Form S-4, Form S-8 or a comparable form or an equivalent registration form then
in effect); (ii) the Parent shall not be required to effect more than two (2) Demand Registrations on Form S-1
or any similar long-form registration statement at the request of the Holders (it being understood that if a single Demand Registration
Request is delivered by more than one Holder, the registration requested by such Demand Registration Request shall constitute
only one Demand Registration); provided, however, that the Holders shall be entitled to request an unlimited number
of Demand Registrations on Form S-3 or any similar short-form registration; (iii) each registration in respect of a
Demand Registration Request made by any Initiating Holder and each Shelf Underwriting Request made by a Shelf Underwriting Initiating
Holder must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold
(based on the Registrable Securities included in such registration or Shelf Underwriting by all Holders participating in such
registration); and (iv) if the Board, in its good faith judgment, determines that any registration of Registrable Securities
or Shelf Underwriting should not be made or continued because it would materially and adversely interfere with any existing or
potential financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the
Parent or any of its subsidiaries or would otherwise result in the public disclosure of information that the Board in good faith
has a bona fide business purpose for keeping confidential (a “Valid Business Reason”), then (x) the Parent
may postpone filing a registration statement relating to a Demand Registration Request or a prospectus supplement relating to
a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event
for more than forty five (45) days after the date the Board determines a Valid Business Reason exists or (y) if a registration
statement has been filed relating to a Demand Registration Request or a prospectus supplement has been filed relating to a Shelf
Underwriting Request, if the Valid Business Reason has not resulted in whole or in part from actions taken or omitted to be taken
by the Parent (other than actions taken or omitted with the consent of the Initiating Holder (not to be unreasonably withheld
or delayed)), the Parent may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid
interference with any of the transactions described above, suspend use of or, if required by the SEC, cause such registration
statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement
until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty five
(45) days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under
this clause (iv), the “Postponement Period”). The Parent shall give written notice to the Initiating Holders
or Shelf Underwriting Initiating Holders and any other Holders that have requested registration pursuant to Section 2.2
of its determination to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business
Reason for such postponement or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof;
provided, however, that the Parent shall not be entitled to more than two (2) Postponement Periods during any
twelve (12) month period.


 






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


 


(d)           In
connection with any Demand Registration, the Initiating Holder shall have the right to designate the lead managing underwriter
(any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten
offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided
that in each case, each such underwriter is reasonably satisfactory to the Parent, which approval shall not be unreasonably
withheld or delayed.


 






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(e)           No
Demand Registration shall be deemed to have occurred for purposes of Section 2.1(b) (i) if the registration
statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one
hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included
in such Registration Statement have actually been sold (provided, however, that such period shall be extended for
a period of time equal to the period any Holder of Registrable Securities refrains from selling any securities included in such
Registration Statement at the request of the Parent or an underwriter of the Parent), or (z) is subject to a stop order,
injunction, or similar order or requirement of the SEC during such period, (ii) for each Initiating Holder, if less than
seventy five percent (75%) of the Registrable Securities requested by such Initiating Holder to be included in such Demand Registration
are not so included pursuant to Section 2.3, (iii) if the method of disposition is a firm commitment underwritten
public offering and less than seventy five percent (75%) of the applicable Registrable Securities have not been sold pursuant
thereto (excluding any Registrable Securities included for sale in the underwriters’ overallotment option) or (iv) if
the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection
with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by
such Initiating Holder(s) or its Affiliates or are otherwise waived by such Initiating Holder(s)).


 


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


 


2.2.         Piggyback
Registrations.


 


(a)           If
the Parent proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities
for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to registrations
on Form S-4 or Form S-8 or any similar successor forms thereto), the Parent shall give written notice (the “Piggyback
Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business
Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the Parent may
delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same
amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.
Upon the written request of any such Holder, made within five (5) days following the receipt of any such Piggyback Notice
(which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended
method of distribution thereof), the Parent shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use
its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration
thereof, to be registered under the Securities Act with the securities which the Parent at the time proposes to register to permit
the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable
Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to
the registration statement filed by the Parent or the prospectus related thereto. There is no limitation on the number of such
piggyback registrations which the Parent is obligated to effect pursuant to the preceding sentence. No registration of Registrable
Securities effected under this Section 2.2(a) shall relieve the Parent of its obligations to effect Demand Registrations
under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block
Trade.


 






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(b)           The
Parent, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant
to Section 2.1, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Parent
as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant
to the exercise of piggyback registration rights granted by the Parent after the date hereof and which are not inconsistent with
the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”);
provided, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, such
inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement
or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering.


 


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


 


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


 


2.3.         Allocation
of Securities Included in Registration Statement.


 


(a)           If
any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten
offering and the Manager of such offering shall advise the Parent in good faith that, in its view, the number of securities requested
to be included in such underwritten offering by the Holders of Registrable Securities, the Parent or any other Persons exercising
Additional Piggyback Rights exceeds the largest number of securities (the “Section 2.3(a) Sale Number”)
that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders
and the Majority Participating Holders, the Parent shall include in such underwritten offering:


 


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


 






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


 


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


 


Notwithstanding anything
in this Section 2.3(a) to the contrary, no employee stockholder of the Parent will be entitled to include Registrable
Securities in an underwritten offering requested by the Initiating Holders or a Shelf Underwriting requested by the Shelf Underwriting
Initiating Holders pursuant to Section 2.1 to the extent that the Manager of such underwritten offering shall determine
in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being
sold by the Initiating Holders or Shelf Underwriting Initiating Holders in such underwritten offering.


 


(b)          If
any registration or offering made pursuant to Section 2.2 involves an underwritten primary offering on behalf of the
Parent and the Manager shall advise the Parent that, in its view, the number of securities requested to be included in such underwritten
offering by the Holders of Registrable Securities, the Parent or any other Persons exercising Additional Piggyback Rights exceeds
the largest number of securities (the “Section 2.3(b) Sale Number”) that can be sold in an orderly
manner in such underwritten offering within a price range acceptable to the Parent, the Parent shall include in such underwritten
offering:


 


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


 


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


 






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


 


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


 


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


 


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


 


(iii)           third,
to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is
less than the Section 2.3(c) Sale Number, any equity securities that the Parent proposes to register for its own account,
up to the Section 2.3(c) Sale Number.


 


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


 






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


 


(a)            prepare
and file all filings with the SEC and FINRA required for the consummation of the offering, including preparing and filing with
the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities
in accordance with the intended method of disposition thereof (including a Partner Distribution), which registration form (i) shall
be selected by the Parent (except as provided for in a Demand Registration Request) and (ii) shall, in the case of a shelf
registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement
shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial
statements required by the SEC to be filed therewith, and the Parent shall use its reasonable best efforts to cause such registration
statement to become effective and remain continuously effective for such period as required by this Agreement (provided,
however, that as far in advance as reasonably practicable before filing a registration statement or prospectus or any amendments
or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or
any free writing prospectus related thereto, the Parent will furnish to the Holders participating in the planned offering and
to the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will
be subject to their reasonable review and reasonable comment and the Parent shall not file any registration statement or amendment
thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to which the Initiating Holders,
the Majority Participating Holders or the underwriters, if any, shall reasonably object); provided, however, that,
notwithstanding the foregoing, in no event shall the Parent be required to file any document with the SEC which in the view of
the Parent or its counsel contains an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make any statement therein not misleading;


 


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


 






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


 


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


 


(e)            promptly
notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective
amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement
or any free writing prospectus has been filed with the SEC and, with respect to the registration statement or any post-effective
amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments
or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings
for that purpose; (iv) of the receipt by the Parent of any notification with respect to the suspension of the qualification
of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation
of any proceeding for such purpose; (v) of the existence of any fact of which the Parent becomes aware which results in the
registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated
therein by reference, any free writing prospectus or the information conveyed at the time of sale to any purchaser containing
an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make
any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting
agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct
in all material respects (unless otherwise qualified by materiality in which case such representations and warranties shall cease
to be true and correct in all respects); and, if the notification relates to an event described in clause (v), unless the
Parent has declared that a Postponement Period exists, the Parent shall promptly prepare and furnish to each such seller and each
underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances
under which they were made not misleading;


 






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(f)            comply
(and continue to comply) with all applicable rules and regulations of the SEC (including maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders (including
by way of filings with the SEC), as soon as reasonably practicable after the effective date of the registration statement (and
in any event within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period
described hereafter), an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive
months beginning with the first day of the Parent’s first calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;


 


(g)            (i) (A) use
its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be listed on the
principal securities exchange on which similar securities issued by the Parent are then listed, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, use
its reasonable best efforts to either cause all such Registrable Securities to be listed on a national securities exchange or
to secure designation of all such Registrable Securities as a Nasdaq National Market “national market system security”
within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, secure Nasdaq National Market authorization for
such shares and, without limiting the generality of the foregoing, take all actions that may be required by the Parent as the
issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of
at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with
the requirements of any self-regulatory organization applicable to the Parent, including all corporate governance requirements;


 


(h)            cause
its senior management, officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation
of the registration statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting
sessions, due diligence sessions and rating agency presentations) taking into account the Parent’s reasonable business needs;


 


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


 


(j)            enter
into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Initiating
Holder or the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be
distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the
Parent make for the benefit of such Holders the representations, warranties and covenants of the Parent which are being made to
and for the benefit of such underwriters);


 






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


 


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


 


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


 


(n)            provide
a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;


 


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


 






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


 


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


 


(r)            cooperate
with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates
not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities
to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business
Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the
instructions of the Participating Holders at least two (2) Business Days prior to any sale of Registrable Securities and
instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof (and,
in the case of Registrable Securities registered on a Shelf Registration Statement, at the request of any Holder, prepare and
deliver certificates representing such Registrable Securities not bearing any restrictive legends and deliver or cause to be delivered
an opinion or instructions to the transfer agent in order to allow such Registrable Securities to be sold from time to time);


 


(s)            include
in any prospectus or prospectus supplement if requested by any managing underwriter updated financial or business information
for the Parent’s most recent period or current quarterly period (including estimated results or ranges of results) if required
for purposes of marketing the offering in the view of the managing underwriter;


 


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


 


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


 






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


 


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


 


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


 


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


 


(z)            use
reasonable best efforts to cooperate with the managing underwriters, Participating Holders, any indemnitee of the Parent and their
respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to
requests for additional information with FINRA, Nasdaq, or any other national securities exchange on which the shares of Common
Stock are listed.


 


To the extent the
Parent is a WKSI at the time any Demand Registration Request is submitted to the Parent, the Parent shall file an automatic shelf
registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”)
on Form S-3 which covers those Registrable Securities which are requested to be registered. The Parent shall not take any
action that would result in it not remaining a WKSI or would result in it becoming an ineligible issuer (as defined in Rule 405
under the Securities Act) during the period during which such automatic shelf registration statement is required to remain effective.
If the Parent does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement
is filed, the Parent agrees to pay such fee at such time or times as the Registrable Securities are to be sold in compliance with
the SEC rules. If the automatic shelf registration statement has been outstanding for at least three (3) years, at or prior
to the end of the third year the Parent shall refile a new automatic shelf registration statement covering the Registrable Securities.
If at any time when the Parent is required to re-evaluate its WKSI status the Parent determines that it is not a WKSI, the Parent
shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available,
Form S-1 and keep such registration statement effective during the period which such registration statement is required to
be kept effective.


 






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


 


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


 


Each Holder of Registrable
Securities agrees that upon receipt of any notice from the Parent of the happening of any event of the kind described in clause
(v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of
Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and,
if so directed by the Parent, will deliver to the Parent (at the Parent’s expense) all copies, other than permanent file
copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the
time of receipt of such notice. In the event the Parent shall give any such notice, the applicable period mentioned in paragraph
(b) of this Section 2.4 shall be extended by the number of days during such period from and including the date
of the giving of such notice to and including the date when each Participating Holder covered by such registration statement shall
have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4.


 


The Parent agrees
not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of
or supplement to the prospectus, or any free writing prospectus, which amendment refers to any Holder covered thereby by name,
or otherwise identifies such Holder, without the consent of such Holder, such consent not to be unreasonably withheld or delayed,
unless such disclosure is required by law, in which case the Parent shall provide written notice to such Holders no less than
five (5) Business Days prior to the filing.


 


To the extent that
any of the Holders is or may be deemed to be an “underwriter” of Registrable Securities pursuant to any SEC comments
or policies, the Parent agrees that (1) the indemnification and contribution provisions contained in Section 2.9
shall be applicable for the benefit of the applicable Holders, in their role as an underwriter or deemed underwriter in addition
to their capacity as a Holder and (2) the applicable Holders shall be entitled to conduct the due diligence which an underwriter
would normally conduct in connection with an offering of securities registered under the Securities Act, including receipt of
customary opinions and comfort letters addressed to the applicable Holders.


 






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2.5.          Registration
Expenses.


 


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


 


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


 


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


 


2.7.          Limitations
on Sale or Distribution of Other Securities.


 


(a)            Each
director and officer listed as a signatory to this Agreement and each Holder of 1% or more of the then-outstanding Common Stock
and Common Stock Equivalents agrees (whether or not such Holder can participate in any such offering), to the extent requested
by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant
to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or Section 2.2
(including any offering effected by the Parent for its own account and any offering in which one or more Holders is selling Common
Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), not to sell, transfer or otherwise dispose
of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalents (other than as part of such underwritten
public offering) during the time period reasonably requested by the managing underwriter, not to exceed the period from seven
days prior to the pricing date of such offering until (A) ninety (90) days after the pricing date of the first such offering
and (B) seventy-five (75) days after the pricing date of any subsequent such offering or, in each case, such shorter period
as the managing underwriter, the Parent or any executive officer or director of the Parent shall agree to; provided that
the time period may be longer than ninety (90) days or seventy-five (75) days, as applicable, if required by the managing underwriter,
as long as all Holders, directors and officers are subject to the same lock-up). The Parent agrees to use its reasonable best
efforts to cause each holder of 1% or more of the then-outstanding Common Stock and Common Stock Equivalents, purchased or otherwise
acquired from the Parent (other than in a public offering) at any time after the date of this Agreement to agree, and shall use
its reasonable best efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Common Stock
to agree, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common
Stock Equivalents (other than as part of such underwritten public offering) during the period referred to in the first sentence
of this clause (a). Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall
in any way limit the Juggernaut Holders or any of their Affiliates from engaging in any brokerage, investment advisory, financial
advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment
activity and other similar activities conducted in the ordinary course of their business.


 






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(b)            The
Parent hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting
pursuant to Section 2.1(e)) or 2.2, the Parent shall not sell, transfer, or otherwise dispose of, any Common
Stock or Common Stock Equivalent (other than as part of such underwritten public offering, a registration on Form S-4 or
Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion,
exchange or exercise of any then outstanding Common Stock Equivalent), until a period from seven days prior to the pricing date
of such offering until (A) ninety (90) days after the pricing date of the first such offering and (B) seventy-five (75)
days after the pricing date of any subsequent such offering or, in each case, such shorter period as the managing underwriter,
the Parent or any executive officer or director of the Parent shall agree to; provided that the time period may be longer
than ninety (90) days or seventy-five (75) days, as applicable, if required by the managing underwriter, as long as all Holders,
directors and officers are subject to the same lock-up; and the Parent shall (i) so provide in any registration rights agreements
hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder
of 1% or more of the then-outstanding Common Stock and Common Stock Equivalents, purchased or otherwise acquired from the Parent
(other than in a public offering) at any time after the date of this Agreement to so agree, and shall use its reasonable best
efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Common Stock to so agree.


 


2.8.          No
Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder
to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of
its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are
included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with
applicable law (subject to compliance with any applicable lockup restrictions hereunder or under any agreement to which such Holder
is a party) even if such shares are already included on an effective registration statement.


 






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2.9.         Indemnification.


 


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


 






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


 






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


 


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


 






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(e)            If
for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party
under Sections 2.9(a), (b) or (c), then each applicable indemnifying party shall contribute to
the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect
the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such
Claim. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying
party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted
by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party
and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be
just and equitable if any contribution pursuant to this Section 2.9(e) were to be determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding
sentences of this Section 2.9(e). The amount paid or payable in respect of any Claim shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in
this Section 2.9(e) to the contrary, no indemnifying party (other than the Parent) shall be required pursuant
to this Section 2.9(e) to contribute any amount greater than the amount of the net proceeds received by such
indemnifying party from the sale of Registrable Securities pursuant to the registration statement giving rise to such Claim, less
the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.9(b) and (c).
In addition, no Holder of Registrable Securities or any Affiliate thereof shall be required to pay any amount under this Section 2.9(e) unless
such Person or entity would have been required to pay an amount pursuant to Section 2.9(b) if it had been applicable
in accordance with its terms.


 


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


 


(g)            The
indemnification and contribution required by this Section 2.9 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 






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


 


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


 


2.12.            Partner
Distributions. Notwithstanding anything contained herein to the contrary, the Parent shall, at the request of any Holder
(including to effect a Partner Distribution) pursuant to Section 2.1 or Section 2.2, file any prospectus
supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include
in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary
or advisable by such Holder or its counsel (including to effect such Partner Distribution).


 


Section 3.                  Underwritten
Offerings.


 


3.1.              Requested
Underwritten Offerings. If requested by the underwriters for any underwritten offering pursuant to a registration requested
under Section 2.1, the Parent shall enter into a customary underwriting agreement with the underwriters. Such underwriting
agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders,
(ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and
warranties by, and such other agreements on the part of, the Parent and such other terms as are generally prevailing in agreements
of that type, including indemnities and contribution agreements on substantially the same terms as those contained herein or as
otherwise customary for the lead underwriter. Every Participating Holder shall be a party to such underwriting agreement. Each
Participating Holder shall not be required to make any representations or warranties to or agreements with the Parent or the underwriters
other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its
ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder
for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder
to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case
be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant
to such registration statement and in no event shall relate to anything other than information about such Holder specifically
provided by such Holder for use in the registration statement and prospectus.


 


3.2.              Piggyback
Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Parent shall have
determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable
Securities to be included in such registration shall be subject to such underwriting agreement. Each such Participating Holder
shall not be required to make any representations or warranties to or agreements with the Parent or the underwriters other than
customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership
of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion
in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter
or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by
such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall
relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement
and prospectus.


 






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Section 4.                 General.


 


4.1.             Adjustments
Affecting Registrable Securities. The provisions of this Agreement shall apply, to the full extent set forth herein
with respect to the Registrable Securities, to any and all shares of capital stock of the Parent, any successor or assign of the
Parent (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary or parent company of
the Parent which may be issued in respect of, in exchange for or in substitution of, Registrable Securities and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date
hereof.


 


4.2.              Rule 144
and Rule 144A. The Parent covenants that (i) so long as it remains subject to the reporting provisions of
the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including,
but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of
Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Parent
is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long
as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may
be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it
will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided
by (A) Rule 144, (B) Rule 144A, (C) Regulation S under the Securities Act or (D) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Parent will promptly deliver
to such Holder a written statement as to whether it has complied with such requirements.


 


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


 


4.4.              Amendments
and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement
shall be effective against the Parent or any Holder unless such modification, amendment or waiver is approved in writing by the
Parent and the Holders holding a majority of the Registrable Securities then held by all Holders; provided that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a Holder of
Registrable Securities, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder so affected. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver
of any other provision hereof (whether or not similar). No failure or delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof or of any other or future exercise of any such right, power or
privilege.


 






    28


     


    

 






4.5.         Notices.
Any notice or other communication required or permitted to be delivered to any party under this Agreement will be in writing and
will be deemed properly delivered, given and received:  (a) if delivered by hand, when delivered; (b) if sent
on a Business Day by email before 11:59 p.m. (recipient’s time), when transmitted; (c) if sent by email on a day
other than a Business Day, or if sent by email after 11:59 p.m. (recipient’s time), on the Business Day following the
date when transmitted; (d) if sent by registered, certified or first class mail, the third Business Day after being sent;
and (e) if sent by overnight delivery via a national courier service, one Business Day after being sent, in each case to
the address set forth beneath the name of such party below (or to such other address as such party shall have specified in a written
notice given to the other parties hereto):


 


if to the Parent, to:


 


Petros Pharmaceuticals, Inc.


200 U.S. 9, Ste 500


Manalapan Township, NJ 07726


Attn: Chairman of the Board


E-Mail: jshulman@juggernautcap.com


 


With a copy to:


 


Morgan, Lewis & Bockius
LLP


1111 Pennsylvania Avenue, NW


Washington, DC 20004


Attn: Andrew M. Ray


Email: andrew.ray@morganlewis.com


 


if to the Juggernaut Holders, to:


 


c/o Juggernaut Capital Partners

5301 Wisconsin Avenue NW, Suite 570


Washington, DC 20015

Attention:    John Shulman

Phone:         (301) 215-7740

Email:          jshulman@juggernautcap.com


 


With a copy to:


 


Morgan, Lewis & Bockius
LLP


1111 Pennsylvania Avenue, NW


Washington, DC 20004


Attn: Andrew M. Ray


Email: andrew.ray@morganlewis.com


 






    29


     


    

 


4.6.         Successors
and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives
of the parties hereto, whether so expressed or not. This Agreement may not be assigned by the Parent without the prior written
consent of the Holders. No Holder shall have the right to assign all or part of its or his rights and obligations under this Agreement
to any Person, unless such transferee duly executes and delivers to the Parent a Joinder Agreement and such transfer does not
violate any other agreement by and between the Parent and such Holder. Upon any such assignment, such assignee shall have and
be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are
assigned, any reference to the assigning Holder shall be treated as a reference to the assignee. If any Holder shall acquire additional
Registrable Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of
this Agreement. Additional Persons may become parties to this Agreement with the consent of the Parent and the Juggernaut Holders
(not to be unreasonably withheld or delayed), by executing and delivering to the Parent the Joinder Agreement.


 


4.7.         Termination.


 


(a)          The
obligations of the Parent and a Holder under this Agreement, in each case solely with respect to such Holder, will terminate upon
the earlier of:


 


(i)            the
date on which such Holder no longer holds any Registrable Securities; or (ii) the later of (A) the date on which
such Holder no longer beneficially owns at least 2% of the then outstanding Common Stock or Common Stock Equivalents, and such
Holder (notwithstanding any beneficial ownership of Common Stock or Common Stock Equivalents by such Holder) is not an Affiliate
of the Parent and (B) the date on which such the Holder is eligible to sell its Registrable Securities pursuant to Rule 144.


 


(b)          This
Agreement shall terminate on the date that is five (5) years from date hereof.


 


(c)          Notwithstanding
clauses (a) and (b) above, Section 2.5, Section 2.9, Section 4.9 and Section 4.13
shall survive termination of this Agreement.


 


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


 






    30


     


    

 


4.9.         Governing
Law; Jurisdiction; WAIVER OF JURY TRIAL.


 


(a)          This
Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the
principles of conflict of laws thereof.


 


(b)          Any
suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this
Agreement may be brought against any of the parties in the United States District Court for the Southern District of New York or
any New York state court located in New York, New York, and each of the parties hereby consents to the exclusive jurisdiction of
such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid
therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without
the jurisdiction of any such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.


 


4.10.       Interpretation;
Construction.


 


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


 


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


 


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


 


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


 






    31


     


    

 


4.13.       Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for
the breach of this Agreement by any party hereto and, accordingly, that this Agreement shall be specifically enforceable, in addition
to any other remedy to which such injured party is entitled at law or in equity, and that any breach of this Agreement shall be
the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or
defense that there is an adequate remedy at law for such breach or threatened breach or an award of specific performance is not
an appropriate remedy for any reason at law or equity and agrees that a party’s rights would be materially and adversely
affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions
hereof. Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in
connection with or as a condition to obtain any remedy referred to in this Section 4.13, and each party irrevocably
waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.


 


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


 


4.15.       Confidentiality.
Each Holder agrees that any non-public information which they may receive relating to the Parent and its Subsidiaries (the “Confidential
Information”) will be held strictly confidential and will not be disclosed by it to any Person without the express written
permission of the Parent; provided, however, that the Confidential Information may be disclosed (i) in the event of any compulsory
legal process or compliance with any applicable law, subpoena or other legal process, as required by an administrative requirement,
order, decree or the rules of any relevant stock exchange or in connection with any filings that the Holder may be required
to make with any regulatory authority; provided, however, that in the event of compulsory legal process, unless prohibited by
applicable law or that process, each Holder agrees (A) to give the Juggernaut Holders and the Parent prompt notice thereof
and to cooperate with the Parent and the Juggernaut Holders in securing a protective order in the event of compulsory disclosure
and (B) that any disclosure made pursuant to public filings will be subject to the prior reasonable review of the Parent
and the Juggernaut Holders, (ii) to any foreign or domestic governmental or quasi-governmental regulatory authority, including
any stock exchange or other self-regulatory organization having jurisdiction over such party, (iii) to each Holder’s
or its Affiliate’s, officers, directors, employees, partners, accountants, lawyers and other professional advisors for use
relating solely to management of the investment or administrative purposes with respect to such Holder and (iv) to a proposed
transferee of securities of the Parent held by a Holder; provided, however, that the Holder informs the proposed transferee of
the confidential nature of the information and the proposed transferee agrees in writing to comply with the restrictions in this
Section 4.15 and delivers a copy of such writing to the Parent.


 






    32


     


    

 


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


 


[Remainder of Page Intentionally
Left Blank]


 






    33


     


    

 


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


 


	 	THE COMPANY:
	 	 	 
	 	PETROS PHARMACEUTICALS, INC.
	 	 	                                            
	 	By:	/s/ John Shulman
	 	 	Name: John Shulman
	 	 	Title:   Chairman of the Board



 


[Signature
Page to Registration Rights Agreement]


 






    


     


    

 


	 	JUGGERNAUT HOLDERS
	 	 	 
	 	JCP III SM AIV, L.P.
	 	 	 
	 	By:	Juggernaut Partners III GP, L.P.,
	 	 	its general partner



 


	 	By:	Juggernaut Partners III GP, Ltd.
	 	 	its general partner
	 	 	 



 


	 	By: 	/s/ John Shulman
	 	Name:	John Shulman
	 	Title:	Managing Partner



 


[Signature
Page to Registration Rights Agreement]


 






    


     


    

 


Exhibit A


 


JOINDER AGREEMENT


 


This
Joinder Agreement (this “Joinder Agreement”) is made as of [           ],
by [and among [            ] (the “Transferring Holder”)
and] [          ] (the “New Holder”), in accordance
with that certain Registration Rights Agreement, dated as of [●], 2020 (as amended from time to time, the “Agreement”),
by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the
 “Parent”) and the other Holders party thereto.


 


WHEREAS, the
Agreement requires the New Holder to become a party to the Agreement by executing this Joinder Agreement, and upon the New Holder
signing this Joinder Agreement, the Agreement will be deemed to be amended to include the New Holder as a Holder thereunder;


 


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


 


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


 


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


 


Section 3.              Representations
and Warranties of the New Holder.


 


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


 


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


 


Section 4.              Further
Assurances. The parties agree to execute and deliver any further instruments or perform any acts which are or may become necessary
to effectuate the purposes of this Joinder Agreement.


 






    Exhibit A-1


     


    

 


Section 5.              Governing
Law. This Joinder Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without
giving effect to the principles of conflict of laws thereof.


 


Section 6.              Counterparts.
This Joinder Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the
same amendatory instrument.


 


Section 7.              Entire
Agreement. This Joinder Agreement and the Agreement contain the entire understanding, whether oral or written, of the parties
hereto with respect to the matters covered hereby. Any amendment or change in this Joinder Agreement shall not be valid unless
made in writing and signed by each of the parties hereto.


 


[Signature pages follow]


 






    Exhibit A-2


     


    

 


Exhibit A


 


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


 


	 	[TRANSFERRING HOLDER]
	 	 	      
	 	[ _____]



 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	NEW HOLDER
	 	 	       
	 	[ _____]



 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Notice Address:	[                                                                       ]
	 	[ _____]	 
	 	[ _____]	 






	 	Attn: 	[                      ]
	 	Facsimile: 	[                ]



 


Accepted and Agreed to as of

the date first written above:


 


COMPANY


 


PETROS PHARMACEUTICALS, INC.


 


	By:	     	 
	 	Name:	 
	 	Title:	 



 






    Exhibit A-3