Exhibit 10.29


 


form
of  REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022 is by and between [     ] (the “Investor”),
and [●] (f/k/a EDOC Acquisition Corp.), a Delaware corporation (the “Company”).


 


RECITALS


 


A. The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $75,000,000 in aggregate
gross purchase price of newly issued shares of the Company’s common stock, par value [$0.001] per share (together with any other
class of securities into which such securities may hereafter be reclassified or changed, “Common Stock”), as
provided for therein.


 


B. Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to
the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.


 


C.  Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and
deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable
Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the
Company and the Investor hereby agree as follows:


 


1.
Definitions.


 


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


 


(a)
“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(b)
“Allowable Grace Period” shall have the meaning assigned to such term in Section 3(p).


 


(c)
“Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).


 


(d)
“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in
New York, New York are authorized or required by law to remain closed.


 


(e)
“Claims” shall have the meaning assigned to such term in Section 6(a).


 






     


     


    

 


(f)
“Closing Date” shall mean the date of this Agreement.


 


(g)
“Commission” means the U.S. Securities and Exchange Commission or any successor entity.


 


(h)
“Common Stock” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(i) “Company”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


(j)
“Effective Date” means the date that the applicable Registration Statement has been declared effective by
the Commission.


 


(k)
“Effectiveness Deadline” shall have the meaning assigned to such term in Section 2(a).


 


(l)
“Filing Deadline” means, (i) with respect to the Initial Registration Statement required to be filed
pursuant to Section 2(a), the 30th day immediately following the date of this Agreement (or if such day is not a Business Day,
the next following Business Day), and (ii) with respect to any New Registration Statements that may be required to be filed by the Company
pursuant to this Agreement, the 30th Business Day following the sale of substantially all of the Registrable Securities included
in the Initial Registration Statement or the most recent prior New Registration Statement, as applicable, or such other date as permitted
by the Commission.


 


(m)
“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).


 


(n)
“Indemnified Party” shall have meaning assigned to such term in Section 6(c).


 


(o)
“Indemnifying Party” shall have the meaning assigned to such term in Section 6(c).


 


(p)
“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).


 


(q)
“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(r)
“Investor Party” and “Investor Parties” shall have the meaning assigned to such terms in
Section 6(a).


 


(s)
“Legal Counsel” shall have the meaning assigned to such term in Section 2(b).


 


(t)
“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).


 






    2


     


    

 


(u)
“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited
partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency
or authority.


 


(v)
“Prospectus” means the prospectus in the form included in a Registration Statement, as supplemented from
time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(w)
“Prospectus Supplement” means any prospectus supplement to a Prospectus filed with the Commission from
time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.


 


(x)
“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


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


 


(z)
“Registrable Securities” means all of (i) the Shares, (ii) the Commitment Shares, and (iii) any capital
stock of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result
of any stock split, stock dividend, recapitalization, exchange or similar event and (2) shares of capital stock of the Company into which
the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common
Stock are converted or exchanged.


 


(aa)
“Registration Statement” means a registration statement or registration statements of the Company filed
under the Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or registration
statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference
therein.


 


(bb)
“Registration Period” shall have the meaning assigned to such term in Section 3(a).


 


(cc)
“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be
amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor
to sell securities of the Company to the public without registration.


 


(dd)
“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be
amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on
a delayed or continuous basis.


 


(ee)
“Staff” shall have the meaning assigned to such term in Section 2(e).


 


(ff)
“Violations” shall have the meaning assigned to such term in Section 6(a).


 






    3


     


    

 


2.
Registration.


 


(a)
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline,
file with the Commission an initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of
(i) all of the Commitment Shares and (ii) the maximum number of additional Registrable Securities as shall be permitted to be included
thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable
Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial
Registration Statement”). The Initial Registration Statement, as initially filed with the Commission, shall contain the
“Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit
B. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the
Commission as soon as reasonably practicable following the filing thereof with the Commission, but in no event later than the earlier
of (i) ten (10) Business Days after the Commission informs the Company that no review of such Initial Registration Statement will
be made or that the Commission has no further comments on such Initial Registration Statement or (ii) the 90th day
immediately following the filing of the Initial Registration Statement (or if such day is not a Business Day, the next following Business
Day) if the Commission reviews such Initial Registration Statement (the “Effectiveness Deadline”).


 


(b) Legal Counsel.
Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review, solely on the Investor’s
behalf, each Registration Statement filed with the Commission pursuant to this Section 2 (“Legal Counsel”), which
shall be Morrison & Foerster LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section
10.1(i) of the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any legal fees and expenses of
the Legal Counsel incurred in connection with the transactions contemplated hereby.


 


(c)
Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration
Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts
to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered
by such initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission
(“Staff”) with respect to the date on which the Staff will permit such additional Registration Statement(s)
to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement, a “New
Registration Statement”), but in no event later than the applicable Filing Deadline for such New Registration Statement(s).
The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as
reasonably practicable following the filing thereof with the Commission.


 


(d)
No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing
such Registration Statement with the Commission.


 






    4


     


    

 


(e)
Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant
to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be
used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the
Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall
reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal
Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit
such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary,
if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such
Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at
then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration
Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant
to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company
shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section
2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and
the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement
to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s
obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section
2(e).


 


(f)  
Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a
“selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable
law and to the extent the Prospectus is related to the resale of Registrable Securities by the Investor.


 


3.
Related Obligations.


 


The Company shall use its
commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)
Subject to Allowable Grace Periods, the Company shall use commercially reasonable efforts to keep each Registration Statement effective
(and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earliest of (i) the date on which the Investor shall have sold all of the
Registrable Securities covered by such Registration Statement, (ii) the date that is 180 days after the effective date of the termination
of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement, if as of such effective date the Investor holds any
Registrable Securities, and (iii) the effective date of the termination of the Purchase Agreement in accordance with Article VIII of the
Purchase Agreement, if as of such effective date the Investor holds no Registrable Securities (the “Registration Period”).
Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(q) hereof), the
Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all
amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in
connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances
in which they were made) not misleading.


 






    5


     


    

 


(b)
Subject to Section 3(q) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the
Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and
the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated
under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein
current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply
with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended
methods of disposition by the Investor as set forth in such Registration Statement. Without limiting the generality of the foregoing,
the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective
Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall
file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase
are material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of which have not previously
been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement
or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act
(or the interpretations of the Commission thereof), in each case as reasonably determined by the Company, then, at or before 9:00 a.m.
(New York City time) on the applicable VWAP Purchase Settlement Date for such VWAP Purchase, the Company shall file with the Commission
a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the applicable VWAP Purchase(s), disclosing the
total number of Shares that are to be (and, if applicable, have been) issued and sold to the Investor pursuant to such VWAP Purchase(s),
the total purchase price for the Shares subject to such VWAP Purchase(s), the applicable purchases price(s) for such Shares and the net
proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously
disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual
Reports on Form 10-K the information described in the immediately preceding sentence relating to all VWAP Purchase(s) consummated during
the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period
prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1
or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange
Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall
file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange
Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for
the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use
of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the
provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable
Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter
as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.


 






    6


     


    

 


(c)
The Company shall (A) permit Investor and Legal Counsel an opportunity to review and comment upon each Registration Statement and
all amendments and supplements thereto at least two (2) Business Days prior to its filing with the Commission and (B) shall reasonably
consider any reasonable comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto
or to any Prospectus contained therein. Investor shall use its reasonable best efforts to comment, and cause Legal Counsel to comment,
upon any such Registration Statement or amendment or supplement thereto provided by the Company within one (1) Business Day of receipt.
The Company shall promptly furnish to Legal Counsel, without charge, electronic copies of any correspondence from the Commission or the
Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude
any material, non-public information regarding the Company or any of its Subsidiaries).


 


(d)
Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor,
without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement,
one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto and (iii)
such other documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor
may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided,
however, the Company shall not be required to furnish any document to the Investor to the extent such document is available on EDGAR.


 


(e)
The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,
the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and the
Investor of the receipt by the Company of any written notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 






    7


     


    

 


(f)
The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable
after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(q), promptly prepare
a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission
and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies
as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing
(i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or
e-mail on the same day of such effectiveness), (ii) of any request by the Commission for amendments or supplements to a Registration Statement
or related Prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received
from the Commission with respect to a Registration Statement or any amendment thereto.


 


(g)
The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the
loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension
is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.


 


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


 






    8


     


    

 


(i)
Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable
efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market
or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible
Market. In addition, the Company shall reasonably cooperate with the Investor and any Broker-Dealer through which the Investor proposes
to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by the Investor. The Company
shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


(j) The Company shall
cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable Securities,
as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations or
amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor
may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and transfer agent in connection with any
issuances of the DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such Shares only
pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan
of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state
securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the
Securities Act. DWAC Shares shall be free from all restrictive legends (except as otherwise required by this Agreement, the Purchase
Agreement or applicable federal or state securities laws) and may be transmitted by the Company’s transfer agent to the
Investor by crediting an account at DTC as directed in writing by the Investor.


 


(k)
Upon the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the
Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as
the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor
and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such
Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement
or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if
reasonably requested by the Investor.


 






    9


     


    

 


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


 


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


 


(n)
The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission in connection with any registration hereunder.


 


(o)
Within one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the
Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in
the form attached hereto as Exhibit A.


 


(p)
Notwithstanding anything to the contrary contained herein or in the Purchase Agreement (but subject to the last sentence of this
Section 3(p)), at any time after the Effective Date of a particular Registration Statement, the Company may, upon written notice to the
Investor, suspend the Investor’s use of any prospectus that is a part of any Registration Statement (in which event the Investor
shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall
settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization,
disposition or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate
such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement
or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each case
under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by
Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable,
or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company,
would materially adversely affect the Company (each, an “Allowable Grace Period”); provided, however,
that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period
that exceeds 20 consecutive Trading Days or an aggregate of 60 Trading Days in any 365-day period without the Investor’s consent;
and provided, further, the Company shall not effect any such suspension during (I) the first 10 consecutive Trading Days after
the Effective Date of the particular Registration Statement or (II) the 10 consecutive Trading Day period commencing on the Trading Day
immediately preceding each VWAP Purchase Exercise Date. Upon disclosure of such information or the termination of the condition described
above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor
and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered
sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding anything
to the contrary contained in this Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares, free from all restrictive
legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable federal or state securities laws), to a
transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities
with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered
a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the
Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.


 






    10


     


    

 


4.
Obligations of the Investor.


 


(a)
At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period
to which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor
with respect to such Registration Statement, and the Investor shall (i) promptly furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of such Registrable Securities, as shall be reasonably required
to effect and maintain the effectiveness of the registration of such Registrable Securities and (ii) promptly execute such documents in
connection with such registration as the Company may reasonably request.


 


(b)
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and
filing of each Registration Statement hereunder.


 


(c)
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(p) or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares, free from all restrictive
legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable federal or state securities laws), to a
transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities
with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has
not yet settled.


 


(d)
The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act
as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 






    11


     


    

 


5.
Expenses of Registration.


 


All expenses of the Company
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3 of this Agreement, including, without
limitation, all registration, listing and qualification fees, printers and accounting fees, and fees and disbursements of counsel for
the Company, shall be paid by the Company. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall have
no obligation to reimburse the Investor for any expenses of the Investor incurred in connection with such registrations, filings or qualifications
pursuant to this Agreement, including sales and brokerage commissions incurred by the Investor in connection with sales of Registrable
Securities pursuant to a Registration Statement.


 


6.
Indemnification.


 


(a)
In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers,
shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor
within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees,
agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively,
the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation),
amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not
an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky” laws of
any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus
Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being,
collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly
as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such Investor Party
expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment
thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached
hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration
Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure
of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the
extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected
Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt
of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor
Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.


 






    12


     


    

 


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


 


(c)
Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party
or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company
Party (as the case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have
the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying
party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense
of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim;
or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party or
Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall
have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party
or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies
the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying
party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense
of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be
responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties
(as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party
in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action or
Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party
(as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to
Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all
rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company
Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced
in its ability to defend such action.


 






    13


     


    

 


(d)
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of
Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person
receiving any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment
to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.


 


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


 


7.
Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards
set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution
by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor
shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the
Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged
untrue statement or omission or alleged omission.


 






    14


     


    

 


8.
Reports Under the Exchange Act.


 


With a view to making available
to the Investor the benefits of Rule 144, the Company agrees to:


 


(a)
use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule
144;


 


(b)
use its reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144;


 


(c)
furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by
the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with
the Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to
permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


(d)
take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities
pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


9.
 Assignment of Registration Rights.


 


Neither the Company nor the
Investor shall assign this Agreement or any of their respective rights or obligations hereunder; provided, that any transaction,
whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity
immediately after such transaction shall not be deemed an assignment.


 


10.  Amendment
or Waiver.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date on which the
Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence, no provision of
this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.  Miscellaneous.


 


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


 






    15


     


    

 


(b)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall
be given in accordance with Section 10.4 of the Purchase Agreement.


 


(c)
The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the
other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any
bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.


 


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


 


(e)
The Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter
thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written,
solely with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to the
subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary
and without implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in
any manner whatsoever (i) the conditions precedent to a VWAP Purchase contained in Article VII of the Purchase Agreement or (ii) any of
the Company’s obligations under the Purchase Agreement.


 






    16


     


    

 


(f) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement
is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors
and the Persons referred to in Sections 6 and 7 hereof (and in such case, solely for the purposes set forth therein).


 


(g)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall
be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h)
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with
the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


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


 


(j)  The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


12.  Termination.


 


This Agreement shall terminate
in its entirety upon the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities and (ii) 180 days
following the date of termination of the Purchase Agreement; provided, that the provisions of Sections 4, 6, 7, 9, 10 and
11 shall remain in full force and effect.


 


[Signature Pages Follow]


 




    17


     


    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the
date first written above.


 


	 	COMPANY:
	 	 	 
	 	[●]:
	 	 	 
	 	By:	 
	 	 	Name: [●]
	 	 	Title: Chief Executive Officer



 






     


     


    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of
the date first written above.


 


	 	INVESTOR:
	 	 	 
	 	[             ]
	 	 	 
	 	By:	         
	 		Name:
	 		Title: