Exhibit
10.7


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 30, 2021 (the “Closing Date”),
by and among Stemtech Corporation (the “Company”), and the Lender identified on the signature pages hereto (including
its successors and assigns, each a “Lender” ).


 


RECITALS


 


WHEREAS,
the Company and the Lender are parties to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of
the date hereof, as such may be amended and supplemented from time to time;


 


WHEREAS,
the Company and the Lender are parties to a Warrant (the “Warrant”) of even date herewith for the purchase of 500,000
shares of Common Stock;


 


WHEREAS,
the Lender’s obligations under the Purchase Agreement are conditioned upon certain registration rights under the Securities Act
of 1933, as amended (the “Securities Act”); and


 


WHEREAS,
the Lender and the Company desire to provide for the rights of registration under the Securities Act as are provided herein upon the
execution and delivery of this Agreement by the Lender and the Company.


 


NOW,
THEREFORE, in consideration of the promises, covenants and conditions set forth herein, the parties hereto hereby agree as follows:


 


1.
Registration Rights.


 


1.1
Definitions. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


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

    

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

    



 


	 	(c)	“Common
    Stock” means the Company’s Common Shares.


 




    	 



    	 



    




 


	 	(d)	Omitted.
	 	 	 
	 	(e)	“Exchange
    Act” means the Securities Exchange Act of 1934, as amended.
	 	 	 
	 	(f)	“Filing
    Date” means 180 days after the Closing Date.
	 	 	 
	 	(g)	“Holder”
    or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.
	 	 	 
	 	(h)	“Lender”
    means any person owning Registrable Securities who becomes party to this Agreement by executing a counterpart signature page hereto,
    which is accepted by the Company.
	 	 	 
	 	(i)	The
    terms “register,” “registered” and “registration” refer to a registration
    effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration
    or ordering of effectiveness of such registration statement or document.
	 	 	 
	 	(j)	“Registrable
    Securities” means 100% of the maximum number of the Shares issuable upon conversion of the Notes and exercise of the Warrants
    issued pursuant to the Purchase Agreement as of the Trading Day; provided, however, that Registrable Securities shall
    not include any securities of the Company that have previously been registered and remain subject to a currently effective registration
    statement or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold
    in a private transaction in which the transferor’s rights under this Section 1 are not assigned.
	 	 	 
	 	(k)	“Rule
    144” means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to
    time, or any similar successor rule that may be promulgated by the Commission.
	 	 	 
	 	(l)	“Rule
    415” means Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to
    time, or any similar successor rule that may be promulgated by the Commission.
	 	 	 
	 	(m)	“Shares”
    means the Company’s Common Shares.


 




    	 



    	 



    




 


	 	1.2	Company
    Registration.


 


(a)
On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement covering the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement shall be on Form S-1 or,
if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities
on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith)
and shall contain (unless otherwise directed by Lender) substantially the “Plan of Distribution” attached hereto as
Annex A. The Company shall cause the registration statement to become effective and remain effective as provided herein. The Company
shall use its reasonable best efforts to cause the registration statement to be declared effective under the Securities Act as soon as
possible. The Company shall use its best efforts to keep the registration statement continuously effective under the Securities Act until
all Registrable Securities covered by such registration statement have been sold, or may be sold without the requirement to be in compliance
with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company
(the “Effectiveness Period”).


 


(b)
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement
as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale
under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; (iii) respond as promptly as possible, but in no event later than twenty (20) Business Days, to any comments
received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide
the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file
the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration
Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act
and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended
or in such Prospectus as so supplemented. The Company shall declare the Registration Statement Effective within 60 days from the Filing
Date.


 


(c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a registration statement, the Company shall file as soon as reasonably practicable an additional registration statement
covering the resale of not less than the number of such Registrable Securities.


 


(d)
The Company shall bear and pay all costs and expenses incurred in connection with any registration, filing or qualification of Registrable
Securities with respect to the registrations pursuant to this Section 1.2 for the Lender, including (without limitation) all registration,
filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for the Company, but excluding
any brokerage or underwriting fees, discounts and commissions relating to Registrable The Company covenants it will provide the proposed
Registration Statement to Lender and its counsel at least two (2) business days before filing for their review and comment. The Company
agrees it will accept all such reasonable comments and proposed changes unless such comments and changes would reasonably be expected
to result in a violation of applicable securities laws.


 




    	 



    	 



    




 


(e)
If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities,
then the Company shall notify the Lender in writing at least fifteen (15) days prior to the filing of any registration statement under
the Securities Act, in connection with a public offering of shares of Common Stock (including, but not limited to, registration statements
relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any
successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued
or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate
reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, (iii) on any registration form which does
not permit secondary sales or does not include substantially the same information as would be required to be included in a registration
statement covering the resale of the Registrable Securities. In the event the Lender desires to include in any such registration statement
all or any part of the Registrable Securities held by such Lender, the Lender shall within ten (10) days after the above-described notice
from the Company, so notify the Company in writing, including the number of such Registrable Securities such Lender wishes to include
in such registration statement. If a Lender decides not to include all of its Registrable Securities in any registration statement thereafter
filed by the Company such Lender shall nevertheless continue to have the right to include any Registrable Securities in any subsequent
registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all
upon the terms and conditions set forth herein. In the event the Company files a registration statement on Form S-1 in connection with
an uplisting of the Common shares to Nasdaq, the Effective Date shall be delayed upon mutual agreement of the Company and the Lender
in order to make any necessary amendments to the Registration Statement.


 


1.3
Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:


 


(a)
Prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective and to keep such registration statement effective during the Effectiveness Period;


 


(b)
Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;


 


(c)
Furnish to the Lender, at no cost or expense to the Lender, such numbers of copies of a prospectus, including a preliminary prospectus,
in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate
the disposition of Registrable Securities owned by them (provided that the Company would not be required to print such prospectuses if
readily available to Lender from any electronic service, such as on the EDGAR filing database maintained at www.sec.gov);


 




    	 



    	 



    




 


(d)
Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities’
or blue sky laws of such jurisdictions as shall be reasonably requested by the Lender; provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any
such states or jurisdictions;


 


(e)
In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering (the Lender participating in such underwriting shall also enter into
and perform its obligations under such an agreement);


 


(f)
Promptly notify the Lender holding Registrable Securities covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, within one business day, (i) of the effectiveness of such registration
statement, or (ii) of the happening of any event as a result of which the prospectus included in such 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 not misleading in the light of the circumstances then existing;


 


(g)
Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or nationally recognized quotation
system on which similar securities issued by the Company are then listed; and


 


(h)
Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.


 


(i)
Comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security
holders all documents filed or required to be filed with the Commission, including, but not limited, to, earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 not later than 45 days after the end of any 12-month period (or 90
days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of
the Company after the effective date of the Registration Statement, which statement shall conform to the requirements of Rule 158.


 


(j)
If requested by the Holders of a majority in interest of the Registrable Securities, (i) promptly incorporate in a Prospectus supplement
or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein
and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company
has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.


 




    	 



    	 



    




 


(k)
Prior to any resale of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests
in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to
do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities
covered by a Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then
so subject.


 


(l)
Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be
sold pursuant to a Registration Statement, which certificates, to the extent permitted by the Purchase Agreement and applicable federal
and state securities laws, shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations
and registered in such names of the Holder in connection with any sale of Registrable Securities.


 


(m)
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and the natural persons thereof that have voting and dispositive control over the Registrable Securities.
During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities
solely because any Holder fails to furnish such information within five (5) Business Days of the Company’s request, any liquidated
damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of
such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


If
the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder
shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar
federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement
filed or prepared subsequent to the time that such reference ceases to be required.








 


Each
Holder covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically
filed the Prospectus as then amended or supplemented as contemplated in Section 1.3(j) and notice from the Company that the Registration
Statement and any post-effective amendments thereto have become effective as contemplated by Section 1.3(f).


 






    	 



    	 



    

 





Each
Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 1.3(f), such Holder will forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement contemplated by Section 1.3(j), or until it is advised in writing (the “Advice”) by the Company that the use of
the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.


 


(n)
If (i) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”)
determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, (ii)
there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the
Common course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the
Board determines not to be in the Company’s best interest to disclose, or (iii) the Company is required to file a post-effective
amendment to the Registration Statement to incorporate the Company’s annual reports and audited financial statements, then the
Company may (x) postpone or suspend filing of a registration statement for a period not to exceed thirty (30) consecutive days or (y)
postpone or suspend effectiveness of a registration statement for a period not to exceed thirty (30) consecutive days; provided that
the Company may not postpone or suspend effectiveness of a registration statement under this Section 1.3(n) for more than sixty (60)
days in the aggregate during any three hundred sixty (360) day period; provided, however, that no such postponement or suspension shall
be permitted for consecutive twenty (20) day periods arising out of the same set of facts, circumstances or transactions.


 


1.4
Furnish Information. It shall be a condition precedent to the Company’s obligations to take any action pursuant to this
Section 1 with respect to the Registrable Securities of any selling Lender that such Lender shall furnish to the Company such information
regarding such Lender, the Registrable Securities held by such Lender, and the intended method of disposition of such securities in the
form attached to this Agreement as Annex B, or as otherwise reasonably required by the managing underwriters, if any, to effect the registration
of such Lender’s Registrable Securities.


 


1.5
Delay of Registration. No Lender shall have any right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.


 




    	 



    	 



    

 





1.6
Indemnification.



 


(a)
To the extent permitted by law, the Company will indemnify and hold harmless the Lender, any underwriter (as defined in the Securities
Act) for such Lender and each of their directors, officers, shareholders, members, partners, employees and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person
who controls the Lender and underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person and their respective
heirs, personal representatives, successors and assigns, against any losses, claims, damages or liabilities (joint or several) to which
any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state securities law,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof), as determined by a final judgment of a court
of competent jurisdiction from which no appeal may be taken, arise out of or are based upon any of the following statements, omissions
or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in a registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or
supplements thereto (collectively, the “Filings”), (ii) the omission or alleged omission to state in the Filings a
material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any state securities law, as determined by a final judgment of a court of competent jurisdiction
from which no appeal may be taken; and the Company will pay any legal or other expenses reasonably incurred by any person to be indemnified
pursuant to this Section 1.6(a) in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be
unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by any such Lender, underwriter or controlling person.


 


(b)
To the extent permitted by law, the Lender will indemnify and hold harmless the Company, each of its directors, each of its officers
who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act or
the Exchange Act, any underwriter, any other Lender selling securities in such registration statement and any controlling person of any
such underwriter or other Lender, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing
persons may become subject under the Securities Act, the Exchange Act or other federal or state securities law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) 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 furnished by such Lender
expressly for use in connection with such registration; and each such Lender will pay any legal or other expenses reasonably incurred
by any person to be indemnified pursuant to this Section 1.6(b) in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained in this Section 1.6(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of
the Lender (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, in no event shall
any indemnity under this subsection 1.6(b) exceed the net proceeds received by such Lender upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 




    	 



    	 



    




 


(c)
Promptly after receipt by an indemnified party under this Section 1.6 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.6,
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 the
defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together
with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this Section 1.6, but the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section
1.6.


 


(d)
If the indemnification provided for in Sections 1.6(a) and 1.6(b) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss,
claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand
and of the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted
in such loss, liability, claim or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall any Lender
be required to contribute an amount in excess of the net proceeds received by such Lender upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 


(e)
If a claim for indemnification under Section 1.6(a) or 1.6(b) is due but unavailable to an Indemnified Party because of a failure or
refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying
Party on the one hand and the Indemnified Party on the other from the offering of the Preferred Stock and Warrants. If, but only if,
the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in
such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative
fault, as applicable, of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted
in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material
fact or omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 1.6(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in
this Section was available to such party in accordance with its terms. In no event shall any selling Holder be required to contribute
an amount under this Section 1.6(e) in excess of the gross proceeds received by such Holder upon sale of such Holder’s Registrable
Securities pursuant to the Registration Statement giving rise to such contribution obligation.


 




    	 



    	 



    




 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 1.6(e) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(f)
The obligations of the Company and Lender under this Section 1.6 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Section 1, and otherwise.


 


(g)
The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties pursuant to applicable law.


 


1.7
Reports Under Securities Exchange Act. With a view to making available the benefits of certain rules and regulations of the Commission,
including Rule 144, that may at any time permit the Lender to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-1 or Form S-3, the Company agrees to:


 


(a)
make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Final Closing
Date;


 


(b)
take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable
the Lender to utilize Form S-1 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the
end of the fiscal year in which the registration statement is declared effective;


 


(c)
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; and


 




    	 



    	 



    




 


(d)
furnish to any Lender, so long as the Lender owns any Registrable Securities, forthwith upon request (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144 the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-1 or
Form S-3 (at any time after it so qualifies), (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, and (iii) such other information as may be reasonably requested in availing any Lender
of any rule or regulation of the Commission that permits the selling of any such securities without registration or pursuant to such
form.


 


1.8
Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to
this Section 1 may be transferred or assigned, but only with all related obligations, by the Lender to a transferee or assignee who (a)
acquires at least 25,000 Shares (subject to appropriate adjustment for stock splits, stock dividends and combinations) from such transferring
Lender, unless waived in writing by the Company, or (b) holds Registrable Securities immediately prior to such transfer or assignment;
provided, that in the case of (a), (i) prior to such transfer or assignment, the Company is furnished with written notice stating
the name and address of such transferee or assignee and identifying the securities with respect to which such registration rights are
being transferred or assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions
of this Agreement and (iii) such transfer or assignment shall be effective only if immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.


 


1.9
Filing Obligations. The Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. As long as any Holder owns Warrants or Registrable Securities, if the Company is not required to file reports pursuant to Section
13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c)
promulgated under the Securities Act, annual and quarterly financial statements, together with a discussion and analysis of such financial
statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by
Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would
have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any
Holder may reasonably request, all to the extent reasonably required from time to time to enable such Person to sell the Conversion Shares
and the Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with
such requirements.


 







    	 



    	 



    




 


	2.	Legend.


 


(a)
Each certificate representing Shares held by the Lender shall be endorsed with the following legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 


(b)
The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares
represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration
statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with
an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant
to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance
that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.


 


	3.	Miscellaneous.


 


3.1
Governing Law. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in the State of New York and County of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), 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 improper or is an inconvenient
venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for 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 other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 




    	 



    	 



    




 


3.2
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY


 


3.3
Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, such Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including
recovery of damages, will be entitled to specific performance of its rights under this Agreement.


 


3.4
No Inconsistent Agreements. The Company has not entered into, and shall not enter into on or after the date of this Agreement,
any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. The Company has not previously entered into any agreement that is currently in effect granting
any registration rights with respect to any of its securities to any Person. Without limiting the generality of the foregoing, without
the written consent of the Holders of a majority of the then outstanding Registrable Securities, the Company shall not grant to any Person
the right to request the Company to register any securities of the Company under the Securities Act unless the rights so granted are
subject in all respects to the prior rights in full of the Holders set forth herein, and are not otherwise in conflict with the provisions
of this Agreement.


 


3.5
No Piggyback on Registrations for Other Securities. Neither the Company nor any of its security holders may include securities
of the Company in the Registration Statement, and the Company shall not after the date hereof enter into any agreement providing such
right to any of its security holders, unless the right so granted is subject in all respects to the prior rights in full of the Holders
set forth herein, and is not otherwise in conflict with the provisions of this Agreement.


 




    	 



    	 



    




 


3.6
Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages
if the Registration Statement is not filed on or prior to the Filing Date and maintained in the manner contemplated herein during the
Effectiveness Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain
the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or prior to the Filing Date,
or (B) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities
Act within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission
that a Registration Statement will not be “reviewed,” or not subject to further review, or (C) the Registration Statement
is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any
time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement
filed with and declared effective by the Commission in accordance with Section 1.2(a) hereof, or (F) the Company has breached Section
1.6(n) of this Agreement, or (G) trading in the Common Stock shall be suspended or if the Common Stock is no longer quoted on or is delisted
from the OTC (or other principal exchange on which the Common Stock is traded) for any reason for more than three (3) consecutive Business
Days or twelve (12) Business Days in the aggregate for any twelve month period, (any such failure or breach being referred to as an “Event,”
and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clauses (C) and (F) the date on which
such three (3) Business Day period is exceeded, or for purposes of clause (D) after more than fifteen (15) Business Days, being referred
to as “Event Date”), then the Company shall pay to each Holder for liquidated damages in the amount of $250,000 and an amount
of cash each month equal to one percent (1%) of the value of the Registrable Securities held by such Holder. In addition, no liquidated
damages shall be payable with respect to Registrable Securities that may be sold pursuant to Rule 144. Notwithstanding anything to the
contrary in this paragraph (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred, (b) on or
prior to the applicable Event Date, the Company shall have exercised its rights under Section 1.6(n) hereof and (c) the postponement
or suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable Event Date, then the applicable Event
Date shall be deemed instead to occur on the second Business Day following the termination of such postponement or suspension. Liquidated
damages payable by the Company pursuant to this Section 3.6 shall be payable on the Event Date and the first (1st) Business Day of each
thirty (30) day period following the Event Date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated
damages be payable with respect to the Warrants or the Warrant Shares.


 


3.7
Waivers and Amendments. This Agreement may be terminated and any term of this Agreement may be amended or waived (either generally
or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of at
least 61% of the Registrable Securities then outstanding (the “Majority Lender”). No such amendment or waiver shall
reduce the aforesaid percentage of the Registrable Securities, the holders of which are required to consent to any termination, amendment
or waiver without the consent of the record holders of all of the Registrable Securities. Any termination, amendment or waiver effected
in accordance with this Section 3.7 shall be binding upon each holder of Registrable Securities then outstanding, each future holder
of all such Registrable Securities and the Company.


 


3.8
Successors and Assigns. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. This agreement
may not be assigned without the consent of the Lender.


 




    	 



    	 



    




 


3.9
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to
the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations
or covenants except as specifically set forth herein.


 


3.10
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered
personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic
mail directed (a) if to a Lender, at such Lender’s address, facsimile number or electronic mail address set forth in the Company’s
records, or at such other address, facsimile number or electronic mail address as such Lender may designate by ten (10) days’ advance
written notice to the other parties hereto or (b) if to the Company, to its address, facsimile number or electronic mail address set
forth on its signature page to this Agreement and directed to the attention of its President, or at such other address, facsimile number
or electronic mail address as the Company may designate by ten (10) days’ advance written notice to the other parties hereto. All
such notices and other communications shall be effective or deemed given upon delivery, on the date that is three (3) days following
the date of mailing, upon confirmation of facsimile transfer or upon confirmation of electronic mail delivery.


 


3.11
Interpretation. The words “include,” “includes” and “including” when used herein shall be
deemed in each case to be followed by the words “without limitation.” The titles and subtitles used in this Agreement are
used for convenience only and are not considered in construing or interpreting this Agreement.


 


3.12
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall
be excluded from this Agreement, and the balance of the Agreement shall be interpreted as if such provision were so excluded, and shall
be enforceable in accordance with its terms.


 


3.13
Independent Nature of Lender’ Obligations and Rights. The obligations of the Lender hereunder are several and not joint
with the obligations of any other Lender hereunder, and no Lender shall be responsible in any way for the performance of the obligations
of any other Lender hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action
taken by any Lender pursuant hereto or thereto, shall be deemed to constitute the Lender as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Lender are in any way acting in concert with respect to such obligations
or the transactions contemplated by this Agreement. The Lender shall be entitled to protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.


 


3.14
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.


 


3.15
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


3.16
Shares Held by the Company and its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees
or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.


 


3.17
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more
parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall
be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute
an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    




 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, as of the date, month and year
first set forth above.


 


STEMTECH
CORPORATION


 


	 	STEMTECH
    CORPORATION
	 	 
	 	 
	 	
	 	David
    E. Price, Esq., Secretary, Corp Counsel
	 	with
    specific instructions and Authority of Charles Arnold, Dir., CEO


 


MCUS,
LLC


 


	By:	 	 
	Name:
    	 	 
	Title:	 	 


 


Address
for notice:


[  ]


[  ]


Email:


 


[SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 





Annex
A


 


Plan
of Distribution


 


Each
selling stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell
any or all of their shares of common stock on the NASDAQ Capital Markets or any other stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any
one or more of the following methods when selling shares:


 


	 	●	Common
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
    principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	settlement
    of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	 	 	 
	 	●	broker-dealers
    may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under
this prospectus.


 


Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess
of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440.


 




    	 



    	 



    




 


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


 


The
selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act of 1933, as amended. Each selling stockholder has informed us that it does not have any written
or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock.


 


We
are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933,
as amended.


 


Because
selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, they
will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In
addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection
with the proposed sale of the resale shares by the selling stockholders.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders
without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation
pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any
other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale 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.


 


Under
applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the
resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation
M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We
will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act of 1933,
as amended).


 




    	 



    	 



    

 





Annex
B


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of Stemtech Corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the
Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


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


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.
Name.


 


(a)
Full Legal Name of Selling Securityholder


 


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


 


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


 




    	 



    	 



    




 


2.
Address for Notices to Selling Securityholder:


 


Telephone:


Fax:


Contact
Person:


 


3.
Broker-Dealer Status:


 


(a)
Are you a broker-dealer?


 


Yes         No


 


(b)
If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to
the Company?


 


Yes         No


 


Note:
If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the
Registration Statement.


 


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


 


Yes         No


 


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


 


Yes         No


 


Note:
If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the
Registration Statement.


 


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than
the securities issuable pursuant to the Purchase Agreement.


 


(a)
Type and Amount of other securities beneficially owned by the Selling Securityholder:


 


5.
Relationships with the Company:


 


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


 


State
any exceptions here:


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and
the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment
of the Registration Statement and the related prospectus.


 




    	 



    	 



    




 


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


 


Date:


 


Beneficial
Owner:


 


	By:	 	 
	Name:		 
	Title:		 





 


[SIGNATURE
PAGE FOR SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE]