Exhibit 4.2


 


EXECUTION VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of September 18, 2015, by and among InsPro Technologies
Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Investor”
and collectively, the “Investors”).


 


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Investors (the “Purchase
Agreement”).


 


In consideration of the
mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Investors hereby agree as follows, with the intent to be legally bound hereby:


 


1.           Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth
in this Section 1:


 


“Common Stock”
means the common stock, par value $0.001 per share, of the Company.


 


“Conversion
Shares” means the shares of Common Stock issuable upon conversion of the Preferred Stock.


 


“Demand Notice”
has the meaning set forth in Section 2(a) of this Agreement.


 


“Effective Date”
means the date that the Registration Statement filed pursuant to Section 2(a), 2(b) or 2(c) of this Agreement is first declared
effective by the Commission.


 


“Effectiveness
Date” means: (a) with respect to the initial Registration Statement required to be filed under Section 2(a) to cover
the resale by the Holders of the Registrable Securities the 60th calendar day after the Filing Date (or the 120th calendar day
after the Filing Date in the event that such Registration Statement is subject to review by the Commission) and (b) with respect
to any additional Registration Statements that may be required pursuant to Section 2(b) or 2(c) hereof, the 90th calendar day following
the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required
under such Section (or the 150th calendar day after such date in the event that such Registration Statement is subject to review
by the Commission).


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


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


 




     


     

    

 


“Excluded Registration”
means (i) a registration relating solely to the sale of securities to employees of the Company or a subsidiary of the Company pursuant
to a stock option, stock purchase, or similar plan or (ii) a registration relating to a Rule 145 transaction.


 


“Filing Date”
means, with respect to the initial Registration Statement required to be filed to cover the resale by the Holders of the Registrable
Securities, 30 days following the receipt of a Demand Notice.


 


“Holder”
or “Holders” means an Investor or Investors (as the case may be), or any transferee or assignee of any Registrable
Securities, to whom an Investor assigns its rights under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with the Purchase Agreement and any transferee or assignee thereof to whom a transferee or assignee of
any Registrable Securities assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with the Purchase Agreement.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Preferred Stock”
means shares of Series B Convertible Preferred Stock, $0.001 par value per share, of the Company.


 


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


 


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


 


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


 


“Registrable
Securities” means (i) the Shares, (ii) the Conversion Shares (iii) the Warrant Shares and (iv) any securities issued
or issuable with respect to the securities referenced in (i), (ii), or (iii) above, including, without limitation, as a result
of any stock dividend, stock split or other distribution, recapitalization, merger, consolidation, reorganization, exchange or
similar event or otherwise (without regard to any limitations on exercises of the Warrants).


 




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“Registration
Statement” means the initial registration statement required to be filed under the Securities Act in accordance with
Section 2(a) and any additional registration statement(s) required to be filed under Sections 2(b) or 2(c), including (in each
case) the Prospectus, amendments and supplements to such registration statements or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such
registration statements.


 


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


 


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


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


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


 


“Shares”
means the shares of Preferred Stock issued or issuable to the Investors by the Company pursuant to the Purchase Agreement.


 


“Warrants”
means the warrants issued or issuable to the Investors pursuant to the Purchase Agreement.


 


“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Warrants.


 


2.           Demand
Registration.


 


(a)          If
at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company
file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a “Demand
Notice”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof
to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission
a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice
and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other
Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that
such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement
The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement
shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best
efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any
event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective
under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or
may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness
Period”).


 




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(b)          If
for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration
Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission
to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible
after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable
Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made
on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities
were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached
hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its
reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness
Period.


 


(c)          If:
(i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company
with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial
Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable
Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that
if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b)
in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall
not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness
Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s
Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange,
(v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases
to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time
prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any
12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for
purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Allowable
Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to
any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company
shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment
Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the
applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder
an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder
pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion
of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section
2(d) exceed an amount equal to 20% of the aggregate Investment Amounts.


 




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(d)          Notwithstanding
anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”)
or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to
be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective,
and such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case,
the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until
such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification
and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than
those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have
any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring
primarily due to such action by the Staff or the Commission and any such relating reduction shall not require the Company to pay
any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the
Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f)
of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in relation
thereto). In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder
shall have the right to require, upon delivery of a written request to the Company signed by the Holder, the Company to file a
registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff
or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause
to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration
statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Holder have been registered
pursuant to an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may
be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act
(taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as
an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such
Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the
special demand right under this sentence may be exercised by a Holder multiple times and with respect to limited amounts of Registrable
Securities in order to permit the re-sale thereof by such Holder as contemplated above).


 




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(e)          In
the event that Form S-1 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall
use reasonable best efforts to (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable
to the Holders and (ii) undertake to register the Registrable Securities on Form S-1 as soon as such form is available, provided
that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until
such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the Commission.
In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable
best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts
to maintain the effectiveness of the Registration Statement(s) then in effect until such time as a Registration Statement on Form
S-3 covering the Registrable Securities has been declared effective by the Commission.


 


(f)          By
5:30 p.m. on the Trading Day immediately following the Effective Date of each Registration Statement, the Company shall file with
the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement.


 


3.           Company
Registration.


 


(a)            If the Company
proposes to register (including for this purpose, a registration effected by the Company for stockholders other than the Holders),
any of its securities under the Securities Act in connection with the offering of such securities for cash (other than an Excluded
Registration), the Company shall, at such time, promptly give each Holder notice of the proposed registration. Upon the request
of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions
of Section 3(b), cause to be registered all of the Registrable Securities that each such holder has requested be included in such
registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 before
the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.
The expenses of such withdrawn registration shall be borne by the Company.


 


(b)          
If a registration under Section 3(a) involves an underwritten offering by the Company, the Company shall not be required to include
any Holder's Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon
between the Company and its underwriters, and then only in such quantity as the underwriters determine will not jeopardize the
success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders
to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters and the Company determine will not jeopardize the
success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered
can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the
selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or
in such other proportions as shall mutually be agreed to by all such selling Holders.


 




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4.           Registration
Procedures


 


In connection with the
Company’s registration obligations hereunder, the Company shall:


 


(a)          Not
less than ten (10) Trading Days prior to the filing of a Registration Statement and not less than five (5) Trading Days prior to
the filing of any related Prospectus or any amendment or supplement thereto (except for any amendment or supplement thereto related
to the filing of an Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or
successor reports), the Company shall furnish to the Holders copies of such document, as proposed to be filed in substantially
final form. The Company shall (A) permit each Holder to review and comment upon (i) each Registration Statement at least five (5)
Trading Days prior to its filing with the Commission, provided that such comments are received by the Company no later than three
(3) Trading Days after providing such Registration Statement for review, and (ii) all amendments and supplements to all Registration
Statements (except for any amendment or supplement thereto related to the filing of an Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their
filing with the Commission, provided that such comments are received by the Company no later than three (3) Trading Days after
providing such amendment or supplement for review, and (B) shall consider all such reasonable comments in good faith.


 


(b)         
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to
the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration
Statements 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; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration
Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration Statement that pertain to the Holders as a Selling Stockholder
or to the Plan of Distribution, but would not result in the disclosure to the Holders of material, non-public information concerning
the Company or any of its subsidiaries; and (iv) comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each
Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant
to this Agreement (including pursuant to this Section 4(b)) by reason of the Company filing a report on 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, if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange
Act report is filed, if practicable. The Company shall ensure that each Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) 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.


 




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(c)          Notify
the Holders' Counsel (which may occur electronically and any other notifications or documents required to be provided to a Holder
or any other party hereunder may be provided electronically pursuant to the notice provisions contained herein) as promptly as
reasonably possible and (if requested by any such Person) confirm such notice in writing no later than one three (3) Trading Days
following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement
is proposed to be filed or is filed; (B) when the Commission notifies the Company whether there will be a “review”
of a Registration Statement or post-effective amendment and whenever the Commission comments in writing on such Registration Statement
or post-effective amendment (the Company shall provide true and complete copies thereof and all written responses thereto to each
of the Holders, but not information which the Company believes in good faith would constitute material, non-public information);
and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of
any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information that pertains to the Holders as a Selling Stockholder or to the Plan of Distribution;
(iii) of the issuance by the Commission of any stop order or other suspension of the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v)
of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement,
Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall submit
to the Commission, within two (2) Trading Days after the date that the Company learns that no review of a particular Registration
Statement will be made by the Staff or the Commission or that such Staff has no further comments on a particular Registration Statement
(as the case may be); provided that the financial information included in such Registration Statement meets all applicable SEC
requirements.


 


(d)          Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any stop order or other suspension
of the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practicable moment and each Holder who
holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 




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(e)         Furnish
to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits
to the extent requested by such Person (including those previously furnished) promptly after the filing of such documents with
the Commission.


 


(f)          Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and
each amendment or supplement thereto as such Persons may reasonably request from time to time and such other documents as such
Holder may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such
Holder. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.


 


(g)          Prior
to any resale of Registrable Securities, use its reasonable best efforts to (i) 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 those specific jurisdictions within the United States which
the Holders may reasonably request from time to time in writing to the Company, (ii) keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period and (iii) do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified
or subject the Company to any material tax in any such jurisdiction where it is not then so subject. The Company shall promptly
notify each Holder 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.


 


(h)          Cooperate
with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may request.


 


(i)           Upon
the occurrence of any event contemplated by Section 4(c)(v), as promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter
delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 




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(j)           Each
Holder agrees to furnish to the Company a completed Selling Questionnaire in the form attached to this Agreement as Annex B
(a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities
of a Holder in a Registration Statement and shall not be required to pay any partial or other damages under Section 2(d) hereof
to such Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least five (5) Trading Days
prior to the Filing Date).


 


(k)          If
requested by a Holder, the Company shall as soon as practicable after receipt of notice from such Holder and subject to Section
3(p) hereof, use reasonable best efforts to (i) incorporate in a prospectus supplement or post-effective amendment such information
as a Holder 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
if reasonably requested by a Holder holding any Registrable Securities.


 


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


 


(m)         The
Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission in
connection with any registration hereunder. Within one (1) Trading Day after a Registration Statement which covers Registrable
Securities is declared effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to
deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included
in such Registration Statement) confirmation that such Registration Statement has been declared effective by the Commission in
a customary form.


 




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(p)          Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 4(p), at any time after the Effective Date of
the initial Registration Statement required to be filed hereunder pursuant to Section 2(a), the Company may delay the disclosure
of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith determination
of the Board of Directors of the Company, in the best interest of the Company and is not, in the opinion of Board of Directors
of the Company, after consultation with the Company’s counsel, otherwise required (a “Grace Period”);
provided, that the Company shall promptly (i) notify the Holders in writing of the existence of material, non-public information
giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public
information to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the
date on which the Grace Period ends; and, provided that no Grace Period shall exceed thirty (30) consecutive days and during any
three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of sixty (60) days and the first day
of any Grace Period must be at least two (2) Trading Days after the last day of any prior Grace Period (each, an “Allowable
Grace Period”); provided further, that no Allowable Grace Period may exist during the first thirty (30) Trading Days
after the Effective Date of the initial Registration Statement required to be filed hereunder pursuant to Section 2(a). For purposes
of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the
notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to
in clause (ii) and the date referred to in such notice. Notwithstanding anything to the contrary contained in this Section 4(p),
the Company shall cause its transfer agent to deliver shares of Common Stock to a transferee of a Holder in accordance with the
terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Holder has entered
into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement (to
the extent required under applicable securities laws), prior to such Holder’s receipt of the notice of a Grace Period and
for which such Holder has not yet settled.


 


(q)          At
the reasonable request of any Holder, the Company shall use its reasonable best efforts to furnish to such Holder, on the date
of the effectiveness of the Registration Statement or any additional registration statement required by the terms of this Agreement
and thereafter from time to time on such dates as a Holder may reasonably request (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Holders, and (ii) an opinion, dated as of such date, of counsel
representing the Company for purposes of such Registration Statement or such additional registration statement, in form, scope
and substance as is customarily given in an underwritten public offering, addressed to the Holders.


 


(r)          The
Company shall make available for inspection by (i) any Holder, (ii) legal counsel to any Holder and (iii) one firm of accountants
or other agents retained by the Holders (collectively, the “Inspectors”), all pertinent financial and other
records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall
be reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees, and shall use its
reasonable best efforts to cause its counsel and the Company's independent certified public accountants to, supply all information
which may be necessary and any Inspector may reasonably request; provided, however, that prior to inspection, each Inspector shall
agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information
which the Company determines in good faith to be confidential, pursuant to the terms of a Confidentiality Agreement in form and
substance reasonably satisfactory to the Company. Nothing herein shall be deemed to limit the Holders' ability to sell Registrable
Securities in a manner which is otherwise consistent with applicable laws and regulations.


 




    	 	-11-	 



     

    

 


(s)          If
requested by a Holder, the Company shall, within five days of receipt of notice from such Holder, (i) incorporate in a prospectus
supplement or post-effective amendment such information as an 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 if reasonably requested by an Investor holding any Registrable Securities.


 


(t)          The
Company shall make generally available to its security holders as soon as practical, but not later than 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 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter
next following the Effective Date of the Registration Statement or any additional registration statement required by the terms
of this Agreement.


 


5.           Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses
is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties),
the expense of any audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.


 




    	 	-12-	 



     

    

 


6.           Indemnification.


 


(a)          Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, agents, investment advisors, partners, members, employees, agents and representatives of each of them,
each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and officers, directors, agents, investment advisors, partners, members, employees, agents and representatives of each such
controlling Person (each an “Indemnified Person”), to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, judgments, fines, penalties, charges, amounts paid in settlement, costs
and expenses, joint or several, (including, without limitation, reasonable out-of-pocket costs of preparation and reasonable attorneys’
fees and expenses) (collectively, “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto, in any preliminary prospectus 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, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved
Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 4(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected and no grounds for such Loss would have existed; or (ii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration
Statement. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any
of the Registrable Securities by any of the Holders.


 


(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act to the extent applicable or (y) any untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in
any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 4(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected and no grounds for such Loss would have existed. In no event shall the liability
of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the
sale of the Registrable Securities giving rise to such indemnification obligation. The indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 6(d) shall not apply to amounts paid in settlement of
any Losses if such settlement is effected without the prior written consent of the applicable Holder, which consent shall not be
unreasonably withheld or delayed.


 




    	 	-13-	 



     

    

 


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


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided
that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time
for all Indemnified Parties. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with any
negotiation or defense of any such action or Losses by the Indemnifying Party and shall furnish to the Indemnifying Party all information
reasonably available to the Indemnified Party which relates to such action or Losses. The Indemnifying Party shall keep the Indemnified
Party reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The
Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent
shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which
consent shall not be unreasonably withheld, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 




    	 	-14-	 



     

    

 


All reasonable out-of-pocket
fees and expenses of the Indemnified Party (including reasonable out-of-pocket fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the
Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).


 


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.


 


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


 


(d)          Contribution.
If a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in Section 6(c), any reasonable out-of-pocket attorneys’
fees or expenses or other reasonable out-of-pocket 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.


 




    	 	-15-	 



     

    

 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 6(d) 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. Notwithstanding the provisions of this Section 6(d), (i) no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder 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; (ii) 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 hereof and (iii) 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.


 


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.


 


7.           Reports
Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the Commission that may at any time permit the Holders to sell securities of the
Company to the public without registration, the Company agrees to use reasonable best efforts to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          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 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; and


 


(c)          furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144, the Securities Act 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 if such
reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Holders
to sell such securities pursuant to Rule 144 without registration.


 




    	 	-16-	 



     

    

 


8.           Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each 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 (without the obligation to post a bond
or any other type of security). The Company and each Holder agree that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that,
in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law
would be adequate.


 


(b)          No
Piggyback on Registrations. Except as set forth on Schedule 8(b) attached hereto, neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement
required to be filed hereunder other than the Registrable Securities, provided that no securities set forth on Schedule 8(b) may
be included in a Registration Statement if including any such securities would adversely affect any of the Holders. The Company
shall not after the date hereof until the initial Effective Date enter into any agreement providing any such right to any of its
security holders.


 


(c)          Compliance.
Each Holder covenants and agrees that it will comply with any prospectus delivery requirements of the Securities Act as applicable
to it and otherwise comply with all applicable securities laws in connection with sales of Registrable Securities pursuant to the
Registration Statement.


 


(d)          Discontinued
Disposition. 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 clauses (ii) through (v) of Section 4(c), 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 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.
The Company may provide appropriate stop orders to enforce the provisions of this paragraph. Notwithstanding anything to the contrary
in this Section 7(d), the Company shall cause its transfer agent to deliver shares of Common Stock to a transferee of a Holder
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which
such Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration
Statement (to the extent required under applicable securities laws) prior to such Holder’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 4(c)(ii)-(v).


 


(e)          Amendments
and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and
the Holders of no less than a majority of the outstanding Registrable Securities; provided that any party shall have the right
to provide a waiver with regard to itself. No waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder
in any manner impair the exercise of any such right.


 




    	 	-17-	 



     

    

 


(f)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing or
via e-mail and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile or e-mail at the facsimile telephone number or e-mail address, as applicable, specified in this Section
prior to 6:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile or e-mail at the facsimile telephone number or e-mail address, as applicable, specified
in this Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such
date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service (with next
day delivery specified), or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as follows:


 


	If to the Company:	InsPro Technologies Corporation
	 	150 N. Radnor-Chester Road, Suite B101, Radnor, PA 19087
	 	Facsimile: (484) 654-2209
	 	Attn: Vice President and Controller
	 	 
	With a copy to:	Morgan, Lewis & Bockius LLP
	 	1701 Market Street, Philadelphia, PA 19103
	 	Facsimile: (215) 963-5001
	 	Attn: James W. McKenzie, Jr., Esq.
	 	 
	If to an Investor:	To the address, e-mail address or facsimile number set forth under such Investor’s name
	 	on the signature pages hereof;
	 	 
	If to any other Person who is then the registered Holder:
	 	 
	 	To the address, e-mail address or facsimile number of such Holder as it appears in the stock transfer books of the Company


 


or such other address, e-mail address or
facsimile number as may be designated hereafter, in the same manner, by such Person.


 


(g)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without
the prior written consent of each Holder. Each Holder may assign their respective rights hereunder in the manner and to the Persons
as permitted under the Purchase Agreement.


 




    	 	-18-	 



     

    

 


(h)         Execution
and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature
is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.
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.


 


(i)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of
conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or
agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, State of Delaware, (the
“Delaware Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware
Courts 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 Proceeding, any claim that it is not personally subject
to the jurisdiction of any Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each
party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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 manner
permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either
party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such Proceeding.


 


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


 


(k)         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 




    	 	-19-	 



     

    

 


(l)           Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(m)         Entire
Agreement. This Agreement, the other Transaction Documents (as defined in the Purchase Agreement), the schedules and exhibits
attached hereto and thereto and the instruments referenced herein and therein constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents, the schedules and
exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


(n)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement and the other Transaction
Documents are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for
the performance of the obligations of any other Holder under this Agreement or any other Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute
the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that
the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated
by the Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Agreement or any of the other the Transaction Documents.
Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising
out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Holder to be joined
as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the
Company contained herein was solely in the control of the Company, not the action or decision of any Holder, and was done solely
for the convenience of the Company and not because it was required or requested to do so by any Holder.


 


(o)          No
Strict Construction. 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.


 


(p)          No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Persons referred to in Section 5 hereof.


 


(q)          Further
Assurances. 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.


 


[signature page follows]


 




    	 	-20-	 



     

    

 


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


 


	 	InsPro Technologies Corporation	 
	 	 	 
	 	By:	/s/ Anthony R. Verdi	 
	 	Name: 	Anthony R. Verdi	 
	 	Title:  	Chief Financial Officer	 
	 	 	 	 	 





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	 	The Co-Investment Fund II, L.P.
	 	 
	 	By:  Co-Invest Management II, L.P., its General Partner
	 	By:  Co-Invest II Capital Partners, Inc., its General Partner
	 	 
	 	By:	/s/ Donald R. Caldwell
	 	Name:	Donald R. Caldwell
	 	Title:	Chairmen of the Board of Directors and Chief Executive Officer
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o Cross Atlantic Capital Partners
	 	150 N Radnor Chester Rd.
	 	Suite B101
	 	Radnor, PA 19087
	 	Facsimile No.: 610-971-2062
	 	*E-mail:  dcaldwell@xacp.com
	 	Attn:  Donald R. Caldwell
	 	 	 	 





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	 	Azeez Enterprises, L.P.
	 	 
	 	By:	/s/ Michael Azeez
	 	Name:	Michael Azeez
	 	Title:  	General Partner
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	2187 Marseille Dr.
	 	Palm Beach Gardens, FL 33410
	 	 
	 	Facsimile No.: 561-694-0073
	 	*E-mail:  mazeez@unitelwireless.com
	 	 	 	 





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consents to electronic delivery of the documents and notices required to be delivered pursuant to this Agreement.


 




     


     

    

 


	 	John Scarpa
	 	 
	 	/s/ John Scarpa
	 	John Scarpa
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	c/o Unitel
	 	3122 Fire Road
	 	Suite 200
	 	Egg Harbor Township, NJ  08234
	 	 
	 	Facsimile No.: ___________
	 	*E-mail:  _______________


 


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listed above hereby consents to electronic delivery of the documents and notices required to be delivered pursuant to this Agreement.         


 




     


     

    

 


	 	Edmond Walters
	 	 
	 	/s/ Edmond Walters
	 	Edmond Walters
	 	 
	 	ADDRESS FOR NOTICE
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	With a copy to:
	 	 
	 	 
	 	 
	 	 
	 	 


 


By providing an e-mail address, the party
listed above hereby consents to electronic delivery of the documents and notices required to be delivered pursuant to this Agreement.