Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of May 31, 2022 is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”),
and Embark Technology, Inc., 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 the lesser of (i) 30,000,000 of newly issued shares of the Company’s Class
A common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable
under Section 3.3 of the Purchase Agreement), as provided for therein.


 


B. 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) “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.


 


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


 


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


 


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


 


(e) “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.


 


(f) “Prospectus” means the prospectus in
the form included in the Registration Statement at the applicable Effective Date of the Registration Statement, as supplemented from time
to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 






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(g) “Prospectus Supplement” means any prospectus
supplement to the 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.


 


(h) “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.


 


(i) “Registrable Securities” means all of
(i) the Shares and (ii) the Upfront Commitment Fee and (iii) any capital stock of the Company issued or issuable with respect to such
Shares or the Upfront Commitment Fee, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise 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, in each
case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f).


 


(j) “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.


 


(k) “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.


 


(l) “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.


 


2.       Registration.


 


(a) Mandatory Registration. The Company shall prepare and, as
soon as practicable after the date of this Agreement, file with the Commission an initial Registration Statement on Form S-1 (or any successor
form) covering the resale by the Investor of the maximum number of 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 shall contain the “Selling Stockholder” and “Plan
of Distribution” sections in substantially the form attached hereto as Exhibit A. 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.


 


(b) Legal Counsel. Subject to Section 5 hereof, the Investor
shall have the right to select one legal counsel to review and oversee, solely on its behalf, any registration pursuant to this Section
2 (“Legal Counsel”), which shall be Covington & Burling LLP, or such other counsel as thereafter designated
by the Investor. The Company shall have no obligation to reimburse the Investor for any and all 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(f)
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”). 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.


 






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(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.


 


(e) 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.


 


(f) 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) to
the maximum number of securities as is permitted to be registered by the Commission. 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 to the extent necessary to comport with any requirement of the Staff
or the Commission.


 


(g) Any Registrable Security shall cease to be a “Registrable
Security” (1) at the earliest of the following: (i) when a Registration Statement covering such Registrable Security becomes or
has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration
Statement; (ii) when such Registrable Security is held by the Company or one of its Subsidiaries; and (iii) the date on which the Investor
has sold or disposed of all Commitment Shares; or (2) during any period during which such Registrable Security may be sold without restriction
under Rule 144, including, without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule
144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1)
or, if applicable, Rule 144(i)(2) or pursuant to any other exemption from registration.


 


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, during
the term of this Agreement, the Company shall have the following obligations:


 


(a) The Company shall promptly prepare and file with the
Commission the Initial Registration Statement pursuant to Section 2(a) hereof and one or more New Registration Statements pursuant
to Section 2(c) hereof with respect to the Registrable Securities, and the Company shall use its commercially reasonable efforts to
cause each such Registration Statement to become effective as soon as practicable after such filing. Subject to Allowable Grace
Periods, the Company shall use reasonable best 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 earlier of (i) the date on which the Investor shall have sold all of the Registrable
Securities covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such
termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be
Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration
Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of
Section 3(p) 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. The Company shall submit to the
Commission, as soon as reasonably practicable after the date that the Company receives written confirmation of no review of a
particular Registration Statement by the Staff or that the Staff has no further comments on a particular Registration Statement (as
the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as
reasonably practicable in accordance with Rule 461 under the Securities Act.


 






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(b) Subject to Section 3(p) 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 required to be 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. Without limiting the generality
of the foregoing, the Company covenants and agrees that (i) on the second (2nd) 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 and the Investor, then, on the
first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP Purchase Notice was properly delivered to the Investor
hereunder in connection with 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 VWAP Purchase(s), the total VWAP Purchase Price for the Shares subject to such VWAP Purchase(s)
(as applicable), the applicable VWAP Purchase 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.


 


(c) The Company shall (A) permit Legal Counsel an opportunity to
review and comment upon (i) each Registration Statement at least three (3) Business Days prior to its filing with the Commission and
(ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein)
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor
reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of
days prior to their 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, and (C) file
any Registration Statement, amendment or supplement only with the express consent and sign-off of Legal Counsel and the Investor.
The Company shall promptly furnish to Legal Counsel, without charge, (i) 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), (ii) after the same is prepared
and filed with the Commission, 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, and all exhibits and (iii) 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; provided, however,
the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal
Counsel to the extent such document is available on EDGAR at the time of Legal Counsel’s request.


 






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(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, (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 (other than the Prospectus, which may be provided in .PDF format) 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 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.


 


(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
omits 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(p), 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. 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, and when the Company
receives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed by the
Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or
related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate and (iv) of the receipt of any request by the Commission for any additional information relating to
the Registration Statement or any amendment or supplement thereto or any related Prospectus. 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. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.


 






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(g) The Company shall (i) use its reasonable best 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) [Reserved.]


 


(i) Without limiting any obligation of the Company under the Purchase
Agreement, the Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by each Registration
Statement to be listed on the Principal Market, or (ii) secure designation and quotation of all of the Registrable Securities covered
by each Registration Statement on an Alternative Market. 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. Investor hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with
any issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC 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. At
the time such DWAC Shares are offered and sold pursuant to the Registration Statement, such 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 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 use
its reasonable best efforts to, 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.


 


(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.


 






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(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) If required by the transfer agent for the Registrable Securities,
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
confirmation that such Registration Statement has been declared effective by the Commission.


 


(p) Notwithstanding anything to the contrary contained herein (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 Investor, suspend 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 to any of the foregoing
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 twenty
(20) consecutive calendar days or an aggregate of sixty (60) days in any three hundred and sixty-five (365)-day period; and provided,
further, the Company shall not effect any such suspension during the three-Trading Day period following the VWAP Purchase Share
Delivery Date for each VWAP Purchase. 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 (1) 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 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.


 


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. It shall be a condition
precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
of the Investor that the Investor shall promptly furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect
and maintain the effectiveness of the registration of such Registrable Securities and shall promptly execute such documents in connection
with such registration as the Company may reasonably request.


 






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(b) The Investor, by its acceptance of the Upfront Commitment Fee and
Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election
to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 


(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 (i) promptly 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 and (ii) maintain the confidentiality of any information included in such
notice delivered by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section
4(c), the Company shall cause its transfer agent to deliver DWAC Shares 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.


 


5.       Expenses of
Registration.


 


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 registrations,
filings or qualifications pursuant to Sections 2 and 3 hereof. All registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 


6.       Indemnification.


 


(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,
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, 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 reasonable and documented legal fees or other reasonable and documented
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 B 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); 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.


 






    8


     


    

 


(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 B 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.


 


(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.


 






    9


     


    

 


(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.


 






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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, 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 without unreasonable delay as may
be required to be delivered by the Transfer Agent and otherwise use reasonable best efforts to cooperate with Investor and Investor’s
broker in their efforts 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.


 


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 of filing of the Initial Registration Statement 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.


 


(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) 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. 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.


 






    11


     


    

 


(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.


 


(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.


 


(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.


 






    12


     


    

 


(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 date on which
the Investor shall have sold all the Registrable Securities; provided that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall
remain in full force and effect.


 


[Signature Pages Follow]


 






    13


     


    

 


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:
	 	 
	 	EMBARK TECHNOLOGY, INC.
	 	 	 
	                     	By:	/s/ Richard Hawwa
	 	 	Name: Richard Hawwa
	 	 	Title: Chief Financial Officer


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


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:
	 	 
	 	CF PRINCIPAL INVESTMENTS LLC
	 	 	 
	 	By:	/s/ Mark Kaplan
	 	 	Name: Mark Kaplan
	 	 	Title: Chief Operating Officer
	 	 	 



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


EXHIBIT A 


 


SELLING STOCKHOLDER


 


This prospectus relates to the possible offer and resale from time
to time by CF Principal Investments LLC (“Cantor” or the “Holder”) of up to [●] Shares that have been or
may be issued by us to the Holder pursuant to the Purchase Agreement (including Shares that have been or may be issued to the Holder as
consideration for it entering into the Purchase Agreement). For additional information regarding the issuance of the Shares to be offered
by the Holder included in this prospectus, see the section titled “Committed Equity Financing.” We are registering the Shares
included in this prospectus pursuant to the provisions of the Registration Rights Agreement in order to permit the Holder to offer the
Shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and as set forth in the section
titled “Plan of Distribution” in this prospectus, the Holder has not had any material relationship with us or any of our affiliates
within the past three years. All of the data in the following tables is as of [●].


 


The following tables are prepared based on information provided to
us by the Holder. They set forth the name and address of the Holder, the aggregate number of Shares that the Holder may offer pursuant
to this prospectus, and the beneficial ownership of the Holder both before and after giving effect to the offering, assuming we sell to
the Holder all of the [●] Shares covered by this prospectus. We have calculated percentage ownership based on [●] Shares outstanding
as of [●].


 


We cannot advise you as to whether the Holder will in fact sell any
or all of the securities set forth in the tables below or how long the Holder will hold any Shares before selling them. In addition, subject
to compliance with applicable securities laws, the Holder may sell, transfer or otherwise dispose of, at any time and from time to time,
such securities in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. Because
the purchase price of the Shares that may be issued under the Purchase Agreement is determined on each purchase date with respect to each
purchase, the number of Shares that we may actually sell to the Holder under the Purchase Agreement may be fewer than or more than the
number of Shares being offered by this prospectus. For purposes of the below tables, unless otherwise indicated below, we have assumed
that the Holder will have sold all of the securities covered by this prospectus upon the completion of the offering.


 


	 	 	Number of Shares of
 Common Stock
 Owned Prior to
 Offering	 	Maximum

 Number of
 Shares of 

Common

 Stock
 to be 

Offered 

Pursuant

 to
 this 
 	 	 	Number of Shares of
 Common Stock
 Owned After Offering	 
	Name of Selling Stockholder	 	Number(1)	 	 	Percent(2)	 	Prospectus	 	 	Number(3)	 	 	Percent(2)	 
	CF Principal Investments LLC(4)	 	[●]	 	 	*	 	[●]	 	 	 	0	 	 	 	—	 



 


	*	Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. 


 






     


     


    

 


	(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Cantor may be required to purchase under the Purchase Agreement, because the issuance of such Shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Cantor’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any Shares to Cantor to the extent such Shares, when aggregated with all other Shares then beneficially owned by Cantor, would cause Cantor’s beneficial ownership of our common stock to exceed 4.99%. The Purchase Agreement also prohibits us from issuing or selling Shares under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, or unless sales of common stock are made at a price equal to or greater than $[●] per Share, such that the Exchange Cap limitation would not apply under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.
	(2)	Applicable percentage ownership is based on [●] Shares outstanding as of [●]. 
	(3)	Assumes the sale of all Shares being offered pursuant to this prospectus. 
	(4)	CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“CFLP”) and directly or indirectly controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member of Cantor. Howard Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole stockholder. CFLP, indirectly, holds a majority of the ownership interests in CFS, and therefore also indirectly, Cantor. As such, each of CFLP, CFGM, CFS and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by Cantor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The foregoing should not be construed in and of itself as an admission by any of CFLP, CFGM, CFS or Mr. Lutnick as to beneficial ownership of the securities beneficially owned, directly, Cantor. The business address of Cantor is 110 East 59th Street, New York, NY 10022.



 






     


     


    

 


PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)


 


We are registering the resale by the Holder of [●] Shares.


 


We will not receive any of the proceeds from the sale of the securities
by the Holder. However, we may receive up to $[●] in aggregate gross proceeds from the Holder under the Purchase Agreement in connection
with sales of our Shares to the Holder pursuant to the Purchase Agreement after the date of this prospectus. The aggregate proceeds to
the Holder will be the purchase price of the securities less any discounts and commissions borne by the Holder.


 


The Shares beneficially owned by the Holder covered by this prospectus
may be offered and sold from time to time by the Holder. The term “Holder” includes donees, pledgees, transferees or other
successors in interest selling securities received after the date of this prospectus from a Holder as a gift, pledge, partnership distribution
or other transfer. The Holder will act independently of us in making decisions with respect to the timing, manner and size of each sale
by the Holder. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and
under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Holder may sell its
Shares by one or more of, or a combination of, the following methods:


 


• purchases
by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;


 


•
ordinary brokerage transactions and transactions in which the broker solicits purchasers;


 


•
block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;


 


•
an over-the-counter distribution in accordance with the rules of Nasdaq;


 


•
through trading plans entered into by a Holder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an
offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities
on the basis of parameters described in such trading plans;


 


•
to or through underwriters or broker-dealers;


 


•
in privately negotiated transactions;


 


•
in options transactions;


 


•
through a combination of any of the above methods of sale; or


 


•
any other method permitted pursuant to applicable law.


 


In addition, any Shares that qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this prospectus.


 


Cantor is an “underwriter” within the meaning of Section
2(a)(11) of the Securities Act. The Holder has informed us that it intends to use one or more registered broker-dealers (one of which
is an affiliate of the Holder) to effectuate all sales, if any, of our Shares that it may acquire from us pursuant to the Purchase Agreement.
Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered
broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Holder has informed us that each
such broker-dealer (excluding any broker-dealer that is an affiliate of the Holder), may receive commissions from the Holder for executing
such sales for the Holder and, if so, such commissions will not exceed customary brokerage commissions.


 






     


     


    

 


As consideration for its irrevocable commitment to, at our request,
purchase our Shares under the Purchase Agreement, we issued the Commitment Fee Shares to Cantor upon execution of the Purchase Agreement.
Further, we also have agreed to reimburse Cantor up to $75,000 for the fees and disbursements of its counsel in connection with the transactions
contemplated by the Purchase Agreement and up to $25,000 per fiscal quarter thereafter in connection with the Holder’s ongoing due
diligence review.


 


We also have agreed to indemnify the Holder and certain other persons
against certain liabilities in connection with the offering of Shares offered hereby, including liabilities arising under the Securities
Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Holder has agreed
to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Holder
specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of
such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers,
and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable.


 


To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In connection with distributions of the shares or otherwise, the Holder
may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers
or other financial institutions may engage in short sales of Shares in the course of hedging transactions, and broker-dealers or other
financial institutions may engage in short sales of Shares in the course of hedging the positions they assume with Holder. The Holder
may also sell Shares short and redeliver the shares to close out such short positions. The Holder may also enter into option or other
transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction). The Holder may also pledge shares to a broker-dealer or other financial institution,
and, upon a default, such broker-dealer or other financial institution may effect sales of the pledged shares pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The Holder may enter into derivative transactions with third parties,
or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus
supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable
prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any Holder or borrowed
from any Holder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received
from any Holder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any
Holder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short
using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities
or in connection with a concurrent offering of other securities.


 


In effecting sales, broker-dealers or agents engaged by the Holder
may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the
Holder in amounts to be negotiated immediately prior to the sale.


 


In order to comply with the securities laws of certain states, if applicable,
the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.


 


We have advised the Holder that the anti-manipulation rules of Regulation
M under the Exchange Act may apply to sales of shares in the market and to the activities of the Holder and its affiliates. In addition,
we will make copies of this prospectus available to the Holder for the purpose of satisfying the prospectus delivery requirements of the
Securities Act. The Holder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.


 






     


     


    

 


At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the
public.


 


We know of no existing arrangements between the Holder or any other
shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Common Shares offered by this prospectus.


 


The Holder is an affiliate of CF&CO, a FINRA member which will
act as an executing broker for the sale of Shares to the public in this offering. Because the Holder will receive all the net proceeds
from sales of Shares made to the public through CF&CO, CF&CO is deemed to have a “conflict of interest” within the
meaning of FINRA Rule 5121. Consequently this offering will be conducted in compliance with the provisions of FINRA Rule 5121. In accordance
with Rule 5121 CF&CO is not permitted to sell Shares in this offering to an account over which it exercises discretionary authority
without the prior specific written approval of the account holder.


 






     


     


    

 


EXHIBIT B


 


CF Group Management, Inc. (“CFGM”) is the managing general
partner of Cantor Fitzgerald, L.P. (“CFLP”) and directly or indirectly controls the managing general partner of Cantor Fitzgerald
Securities (“CFS”), the sole member of Cantor. Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’
s sole stockholder. CFLP, indirectly, holds a majority of the ownership interests in CFS, and therefore also indirectly, Cantor. As such,
each of CFLP, CFGM, CFS and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by Cantor. Each such
entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may
have therein, directly or indirectly. The foregoing should not be construed in and of itself as an admission by any of CFLP, CFGM, CFS
or Mr. Lutnick as to beneficial ownership of the securities beneficially owned, directly, Cantor. The business address of Cantor is 110
East 59th Street, New York, NY 10022.