Exhibit
10.4


 


EXECUTION
VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2017, by and among Marrone Bio Innovations,
Inc., a Delaware corporation, with headquarters located at 1540 Drew Avenue, Davis, CA 95618 (the “Company”),
and the Investors (as hereinafter defined).


 


WHEREAS:


 


A.
Pursuant to the Securities Purchase Agreement by and among the Company and the buyers named therein (the
“Buyers”) of even date herewith (the “Securities Purchase Agreement”), the Company has
agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer
(i) shares (the “SPA Shares”) of the Company’s common stock, par value $0.00001 per share (the
“Common Stock”) and (ii) warrants (the “SPA Warrants”), which will be exercisable to
purchase shares of Common Stock (as exercised, collectively, the “SPA Warrant Shares”) in accordance with
the terms of the SPA Warrants.


 


B.
Pursuant to the Omnibus Amendment No. 4, of even date herewith, by and among the Company and Ivy Science & Technology
Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy VIP Science & Technology, the Company has agreed
to exchange a portion of the outstanding principal amount of the notes described therein for shares of Common Stock (the
“Waddell Shares”) and warrants (the “Waddell Warrants”), which shall be exercisable to
purchase shares of Common Stock (as exercised, collectively, the “Waddell Warrant Shares”) in accordance
with the terms of the Waddell Warrants.


 


C.
Pursuant to the Sixth Amendment to Loan Agreement, of even date herewith, by and between the Company and Gordon Snyder, an
individual, as administrative agent for the lenders party to that certain Loan Agreement, dated as of October 2, 2012 (as may
be amended from time to time), the Company has agreed to exchange a portion of the outstanding principal amount of the notes
described therein for shares of Common Stock (the “Snyder Shares” and, collectively with the SPA Shares
and the Waddell Shares, the “Common Shares”) and warrants (the “Snyder Warrants”),
which shall be exercisable to purchase shares of Common Stock (as exercised, collectively, the “Snyder Warrant
Shares”) in accordance with the terms of the Snyder Warrants.


 


D.
Pursuant to the Engagement Letter, as amended on December 15, 2017, by and between the Company and National Securities
Corporation (the “Placement Agent”), the Company has agreed to issue to the Placement Agent, as
consideration for its services as placement agent for the transactions under the Securities Purchase Agreement, warrants (the
“Placement Agent Warrants” and, collectively with the SPA Warrants, the Waddell Warrants and the Snyder
Warrants, the “Warrants”), which shall be exercisable to purchase shares of Common Stock (as exercised,
the “Placement Agent Warrant Shares” and, collectively with the SPA Warrant Shares, the Waddell Warrant
Shares and the Snyder Warrant Shares, the “Warrant Shares”) in accordance with the terms of the Placement
Agent Warrants.


 




    	 



     


    




 


E. In
connection with transactions described above, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”).


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Investors hereby agree as follows:


 


1. Definitions.


 


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


 


(a) “Additional
Effective Date” means the date the Additional Registration Statement is declared effective by the SEC.


 


(b) “Additional
Effectiveness Deadline” means the date which is the earlier of (x) (i) the date which is one hundred twenty (120) calendar
days after the earlier of the Additional Filing Date and the Additional Filing Deadline and
(y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the SEC that such Additional Registration Statement will not be reviewed or will not be subject to further review; provided,
however, that if the Additional Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business,
the Additional Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(c) “Additional
Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.


 


(d) “Additional
Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration Statement, the later
of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent
Additional Effective Date, as applicable.


 


(e) “Additional
Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration Statement, and (ii)
any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares or the
Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitations on exercise of the Warrants; provided, that any such Additional Registrable
Securities shall cease to be Additional Registrable Securities to the extent: (i) a Registration Statement with respect to the
sale of such Additional Registrable Securities has become effective under the 1933 Act and such Additional Registrable Securities
have been disposed of pursuant to such Registration Statement; (ii) such Additional Registrable Securities are able to be sold
pursuant to Rule 144 without regard to the volume and manner of sale limitations contained thereunder and without the requirement
of the Company to comply with Rule 144(c)(1); (iii) such Additional Registrable Securities shall have been otherwise transferred
and no longer bear a legend restricting transfer under the 1933 Act, and may be resold without registration under the 1933 Act;
or (iv) such Additional Registrable Securities cease to be outstanding.


 




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(f)
“Additional Registration Statement” means a registration statement or registration statements of the
Company filed under the 1933 Act covering the resale of any Additional Registrable Securities.


 


(g)
“Additional Required Registration Amount” means any Cutback Shares not previously included on a
Registration Statement, without regard to any limitations on the exercise of the Warrants.


 


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


 


(i) “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(j) “Cutback
Shares” means any of the Initial Required Registration Amount or the Additional Required Registration Amount of Registrable
Securities not included in any Registration Statements previously declared effective hereunder as a result of a limitation on
the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule
415. The number of Cutback Shares shall be allocated pro rata among the Investors with each
Investor entitled to elect the portion of its Common Shares and/or Warrant Shares that are to be considered Cutback Shares. For
the purpose of determining the Cutback Shares, in order to determine any applicable Required Registration Amount, unless an Investor
referenced in the following categories (ii) or (iii) gives written notice to the Company to the contrary with respect to the allocation
of its Cutback Shares as between Common Shares and Warrant Shares set forth in categories (ii) or (iii), as applicable: (i) first,
the Placement Agent Warrant Shares shall be excluded until all the Placement Agent Warrant Shares have been excluded; (ii) second,
the Snyder Warrant Shares and the Waddell Warrant Shares shall be excluded on a pro rata basis among the holders of Snyder Warrant
Shares and Waddell Warrant Shares until all of the Snyder Warrant Shares and Waddell Warrant Shares have been excluded and thereafter
the Snyder Shares and the Waddell Shares shall be excluded on a pro rata basis among the holders of all Snyder Shares and Waddell
Shares until all of the Snyder Shares and Waddell Shares have been excluded; and (iii) third, the SPA Warrant Shares shall be
excluded on a pro rata basis among the Buyers until all of the SPA Warrant Shares have been excluded and thereafter the SPA Shares
shall be excluded on a pro rata basis among the Buyers until all of the SPA Shares have been excluded.


 


(k) “effective”
and “effectiveness” refer to a Registration Statement that has been declared effective by the SEC and is available
for the resale of the Registrable Securities required to be covered thereby.


 


(l) “Effective
Date” means the Initial Effective Date and the Additional Effective Date, as applicable.


 




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(m) “Effectiveness
Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(n) “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American LLC, The NASDAQ Global Select
Market or The Nasdaq Global Market.


 


(o) “Filing
Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(p) “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(q) “Initial
Effectiveness Deadline” means the date which is one hundred eighty (180) calendar days after the Closing Date;
provided, however, that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed
for business, the Initial Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(r) “Initial
Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.


 


(s) “Initial
Filing Deadline” means the date which is sixty (60) calendar days after the Closing Date.


 


(t) “Initial
Registrable Securities” means (i) the Common Shares issued, (ii) the Warrant Shares issued or issuable upon exercise
of the Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrant Shares
or the Warrants, in each case as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise,
without regard to any limitations on the exercise of the Warrants; provided, that any such Initial Registrable Securities
shall cease to be Initial Registrable Securities to the extent: (i) a Registration Statement with respect to the sale of such
Initial Registrable Securities has become effective under the 1933 Act and such Initial Registrable Securities have been disposed
of pursuant to such Registration Statement; (ii) such Initial Registrable Securities are able to be sold pursuant to Rule 144
without regard to the volume and manner of sale limitations contained thereunder and without the requirement of the Company to
comply with Rule 144(c)(1); (iii) such Initial Registrable Securities shall have been otherwise transferred and no longer bear
a legend restricting transfer under the 1933 Act, and may be resold without registration under the 1933 Act; or (iv) such Initial
Registrable Securities cease to be outstanding.


 


(u) “Initial
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial Registrable Securities.


 


(v) “Initial
Required Registration Amount” means the sum of (i) the number of Common Shares issued and (ii) the maximum number of
Warrant Shares issued and issuable pursuant to the Warrants, each as of the Trading Day immediately preceding the applicable date
of determination, without regard to any limitations on the exercise of the Warrants.


 




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(w) “Investors”
means the investors listed on the Schedule of Investors attached hereto and any other holder of Registrable Securities that is
a party to this Agreement or that succeeds to the rights hereunder in accordance with Section 9.


 


(x) “Lead
Investor” means Ospraie Ag Science LLC.


 


(y) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(z) “Principal
Market” means The NASDAQ Capital Market.


 


(aa) “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 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(bb) “Registrable
Securities” means the Initial Registrable Securities and the Additional Registrable Securities; provided, that
any such Registrable Securities shall cease to be Registrable Securities to the extent: (i) a Registration Statement with respect
to the sale of such Registrable Securities has become effective under the 1933 Act and such Registrable Securities have been disposed
of pursuant to such Registration Statement; (ii) such Registrable Securities are able to be sold pursuant to Rule 144 without
regard to the volume and manner of sale limitations contained thereunder and without the Company’s requirement to comply
with Rule 144(c)(1); (iii) such Registrable Securities shall have been otherwise transferred and no longer bear a legend restricting
transfer under the 1933 Act, and may be resold without registration under the 1933 Act; or (iv) such Registrable Securities cease
to be outstanding.


 


(cc) “Registration
Statement” means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(dd) “Required Holders” means the holders of at least a majority of the Registrable Securities and shall
include the Lead Investor so long as the Lead Investor or any of its Affiliates together maintain the Lead Investor Minimum
Threshold (as defined in the Securities Purchase Agreement).


 


(ee) “Required
Registration Amount” means either the Initial Required Registration Amount or the Additional Required Registration Amount,
as applicable.


 


(ff) “Rule
144” means Rule 144 (or any successor thereto) promulgated under the 1933 Act.


 


(gg) “Rule
415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 




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


 


(ii) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


2. Registration.


 


(a) Initial
Mandatory Registration. The Company shall prepare, and, in no event later than the Initial Filing Deadline, file with the
SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event
that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration
on another appropriate form that the Company is then eligible to use, subject to the provisions of Section 2(e). The Initial Registration
Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial
Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC. The
Initial Registration Statement shall contain the “Plan of Distribution” and “Selling Stockholders”
sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have
the Initial Registration Statement declared effective by the SEC no later than the Initial Effectiveness Deadline. By 9:30 a.m.
New York time on the second Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance
with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration
Statement.


 


(b) Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional
Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional
Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of
the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement,
the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration
Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount
has been registered with the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use such
other form as is available for such a registration on another appropriate form that the Company is then eligible to use, subject
to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at
least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such
Additional Registration Statement is initially filed with the SEC. Each Additional Registration Statement shall contain the “Plan
of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as
Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective
by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time
on the second Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule
424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.


 




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(c) Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on
the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number
of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In no event shall the Company include
any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required
Holders.


 


(d) Investors’
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel for the Investors
to review any registration pursuant to this Section 2 (“Investors’ Counsel”), which shall be Schulte
Roth & Zabel LLP or such other counsel as thereafter designated by the Required Holders. The Company and Investors’
Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.


 


(e) Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) use such other form as is available for such a registration on another appropriate form that the Company
is then eligible to use and (ii) use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as
practicable after the Company becomes eligible to use such form, provided that the Company shall use its reasonable best efforts
to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form
S-3 covering the Registrable Securities has been declared effective by the SEC. Notwithstanding the foregoing, the Company shall
take all actions necessary to maintain its eligibility to register the Registrable Securities for resale by the Investors on Form
S-3.


 


3. Related
Obligations.


 


At
such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b) or 2(e), the
Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a) The
Company shall use its reasonable best efforts to keep each Registration Statement effective pursuant to Rule 415 as long as the
securities covered thereby are Registrable Securities (the “Registration Period”). 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.
The term “reasonable best efforts” shall mean, among other things, that the Company shall submit to the SEC, within
two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular Registration Statement
will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the
case may be, and (ii) the approval of Investors’ Counsel pursuant to Section 3(c) (which approval is immediately sought),
a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business
Days after the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration
Statement as soon as reasonably practicable, but in no event later than fifteen (15) days after the receipt of comments by or
notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.


 




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(b) The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities shall
have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in
such 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 3(b)) by reason of the Company filing a report on Form 10-K, Form
10-Q, Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 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 SEC on the same day on which the 1934 Act report is filed which created the requirement for
the Company to amend or supplement such Registration Statement.


 


(c) The
Company shall (A) permit Investors’ Counsel to review and comment upon (i) a Registration Statement at least four (4) Business
Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within
a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement
thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar
or successor reports) in a form to which Investors’ Counsel reasonably objects. The Company shall not submit a request for
acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval
of Investors’ Counsel, which consent shall not be unreasonably withheld. The Company shall furnish to Investors’ Counsel,
without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating
to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement
and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with
Investors’ Counsel in performing the Company’s obligations pursuant to this Section 3.


 




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(d) The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) if requested by an Investor, promptly after the same is prepared and filed with the SEC, at least one copy of such Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference,
all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, such number of copies
of the prospectus included in such Registration Statement and all amendments and supplements thereto as such Investor may reasonably
request and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e) The
Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Investors’
Counsel and each Investor of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f) The
Company shall notify Investors’ Counsel and each Investor in writing of the happening of any event but in any event on the
same Trading Day as such event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus
included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, (provided that in no event shall notice contain any material, nonpublic information, unless an
Investor gives its prior written consent thereto), and, subject to Section 3(r), promptly prepare a supplement or amendment to
such Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement
or amendment to Investors’ Counsel and each Investor as Investors’ Counsel or such Investor may reasonably request.
The Company shall also promptly notify Investors’ Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to Investors’ Counsel and each Investor by facsimile or
email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the second
Business Day following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance
with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 




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(g) The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, use its reasonable best efforts to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify Investors’ Counsel and each Investor 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 of any proceeding
for such purpose.


 


(h) If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor reasonably believes (based on the advice of Investors’ Counsel) that it could reasonably be deemed to be an underwriter
of Registrable Securities, at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date
of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor 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 such Investor, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration
Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to such Investor.


 


(i) If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an
Investor reasonably believes (based on the advice of Investors’ Counsel) that it could reasonably be deemed to be an underwriter
of Registrable Securities, the Company shall make available for inspection by (i) such Investor and (ii) Investors’ Counsel
and (iii) one firm of accountants or other agents retained by the Investors (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 to supply all information which any Inspector may reasonably request; provided, however, that 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, and of which determination the Inspectors are so notified,
unless (a) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this Agreement. Each Investor agrees that it shall,
upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality
agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities
in a manner which is otherwise consistent with applicable laws and regulations.


 




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


 


(k) The
Company shall promptly use its reasonable best efforts to either (i) cause all of the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure
the inclusion for quotation of all of the Registrable Securities on the Principal Market or another Eligible Market that is then
the principal trading market on which the Common Stock is listed. The Company shall use its reasonable best efforts to maintain
the authorization for quotation of the Common Stock on the Principal Market or any other Eligible Market. Neither the Company
nor any of its Subsidiaries (as defined in the Securities Purchase Agreement) shall take any action which would be reasonably
expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees
and expenses in connection with satisfying its obligation under this Section 3(k).


 


(l) The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 




    	11



     


    




 


(m) If
requested by an Investor, the Company shall as soon as practicable (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 (to the extent such information relates to information relating to such Investor); and (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.


 


(n) 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.


 


(o) The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of a Registration Statement.


 


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


 


(q) Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit
A.


 


(r) Notwithstanding
anything to the contrary herein, at any time after the Effective Date, 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 opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors 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 Investors) and the date on which the Grace Period will begin, and
(ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall
exceed twenty (20) 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 five (5) Trading Days after the last day
of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a
Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause
(i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date
referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale, prior to the Investor’s receipt of the notice of
a Grace Period and for which the Investor has not yet settled.


 




    	12



     


    




 


(s) Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or
filing with the SEC, the Principal Market or any Eligible Market and any Investor being deemed an underwriter by the SEC; provided,
however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution”
section attached hereto as Exhibit B in the Registration Statement.


 


(t) Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, without the prior written consent of the Required Holders, enter into any agreement with
respect to its securities, that conflict with or impair the registration rights granted to the Investors in this Agreement or
otherwise conflicts with the provisions hereof.


 


4. Obligations
of the Investors.


 


(a) At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of
such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to
effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.


 


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


 


(c) Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented
or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection
with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence
of Section 3(f) and for which the Investor has not yet settled.


 




    	13



     


    




 


(d) Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5. Expenses
of Registration.


 


All
expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including,
without limitation, all registration, listing and qualifications fees, printers fees, fees and expenses of the Company’s
independent auditors, and fees and expenses of counsel for the Company shall be paid by the Company. The Company shall also be
responsible for the reasonable fees and disbursements of Investors’ Counsel in connection with registration, filing or qualification
pursuant to Sections 2 and 3 of this Agreement, which amount shall be limited to $15,000 for each such registration, filing or
qualification; provided, however, that the Company shall not be required to reimburse the Investors’ for fees
and disbursements of Investors’ Counsel in accordance with the foregoing with respect to more than three (3) such registrations.
Notwithstanding the foregoing, in connection with any offerings pursuant to a Registration Statement filed in accordance with
this Agreement, each Investor shall pay (i) any underwriting fees, discounts or commissions attributable to the sale of Registrable
Securities by such Investor, (ii) any fees and expenses of brokers, advisors, accountants or counsel to such Investor (other than
as set forth in the immediately preceding sentence) and (iii) any applicable transfer or similar taxes.


 


6. Indemnification.


 


In
the event any Registrable Securities are included in a Registration Statement under this Agreement:


 




    	14



     


    




 


(a) To
the fullest extent permitted by law, the Company shall indemnify and hold harmless each Investor, the directors, officers, partners,
members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933
Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or
in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws
of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 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 or (iv) any violation of this Agreement (the matters in the foregoing clauses
(i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the
Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing
to the Company by such Indemnified Person or by counsel to such Indemnified Person for such Indemnified Person expressly for use
in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto if such prospectus
was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 


(b) In
connection with any Registration Statement in which an Investor is participating, each such Investor shall, severally and not
jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors and officers
who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the
1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor or by counsel to such Investor expressly for
use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 




    	15



     


    




 


(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel selected by the Indemnified Person or the Indemnified Party and reasonably acceptable to the indemnifying
party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party,
as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party, as the case may be, and the
indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified
Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel
referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of
the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified
Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action
or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as a term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of an unconditional release from all liability in respect to such Claim or litigation
and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend such action as a result of such failure or delay.


 




    	16



     


    




 


(d) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


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


 


7. Contribution.


 


If
the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified party in respect
of any Losses, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid
or payable by such indemnified party as a result of such Losses in such proportion as appropriate to reflect the relative fault
of the indemnifying party, on the one hand, and indemnified party, on the other hand, which relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such indemnified party or indemnifying party, and such parties’
relative intent, knowledge, access to information and opportunity to correct or mitigate the damage in respect of or prevent the
untrue statement or omission giving rise to such indemnification obligation; provided, however, that: (i) 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 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable
Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall
be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant
to such Registration Statement.


 


8. Reports
Under the 1934 Act.


 


With
a view to making available to the Investors the benefits of Rule 144, the Company agrees that it will: (i) make and keep public
information available, as those terms are understood and defined in Rule 144; (ii) without limiting the generality of the foregoing
clause (i), file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and
the 1934 Act so long as the Company remains subject to such requirements (or, if the Company is not required to file such reports,
it will, upon the reasonable request of any Investor, make publicly available such necessary information for so long as necessary
to permit sales pursuant to Rule 144); and (iii) take all such actions necessary to maintain its eligibility to sell such securities
pursuant to Rule 144. Upon the request of an Investor, the Company will deliver to such Investor a written statement as to whether
it has complied with such requirements. The Company shall not terminate its status as an issuer required to file reports under
the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.


 




    	17



     


    




 


9. Assignment
of Registration Rights.


 


The
rights of any Investor under this Agreement may be assigned by such Investor to any transferee of all or any portion of such Investor’s
Registrable Securities; provided, that: (i) the Investor agrees in writing with the transferee or assignee to assign such rights,
and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred
or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee
or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives
the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company,
in form and substance reasonably acceptable to the Company, to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.


 


10. Amendment
of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective
to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
(other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.


 


11. Lock-Up.


 


(a) Commencing
on the date hereof and ending 180 days after the Closing Date (as defined in the Securities Purchase Agreement) (the “Lock-Up
Period”) each Investor will not, and will cause any of its affiliates (as defined in Rule 144) not to, (i) sell, offer
to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose
of or agree to dispose of, directly or indirectly, any shares of Common Stock or Common Stock Equivalents (each as defined in
the Securities Purchase Agreement), or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the 1934 Act and the rules and regulations of the SEC promulgated thereunder with
respect to any shares of Common Stock or Common Stock Equivalents owned directly by such Investor (including holding as a custodian),
or with respect to which such Investor has beneficial ownership within the rules and regulations of the SEC (collectively with
respect to such Investor, the “Investor’s Shares”), (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Investor’s Shares,
whether any such transaction above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise,
or (iii) publicly disclose the intention to do any of the foregoing.


 




    	18



     


    




 


(b) Notwithstanding
the foregoing, such Investor may transfer the Investor’s Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any affiliate of such Investor provided
that such affiliate agrees to be bound in writing by the restrictions set forth herein or (iii) to any trust for the direct or
indirect benefit of such Buyer or the immediate family of such Buyer, provided that the trustee of the trust agrees to be bound
in writing by the restrictions set forth herein, and provided further that, solely in the case of clauses (i) and (iii), any such
transfer shall not involve a disposition for value. For purposes of this Section 11(b)(ii), “immediate family” shall
mean any relationship by blood, marriage or adoption, not more remote than first cousin. Such Investor now has, and, except as
contemplated by the immediately preceding sentence, for the duration of the Lock-Up Period will have, good and marketable title
to the Investor’s Shares, free and clear of all liens, encumbrances, and claims whatsoever, except as set forth in the Transaction
Documents (as defined in the Securities Purchase Agreement) and under applicable securities laws. Such Investor also agrees and
consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer
of the Investor’s Shares except in compliance with the foregoing restrictions. Such Investor understands and agrees that
this Section 11(b)(ii) is irrevocable and shall be binding upon such Investor’s heirs, legal representatives, successors,
and assigns.


 


12. Miscellaneous.


 


(a) This
Agreement shall be effective as of the Closing Date. This Agreement shall automatically terminate as to any Investor, at such
time when such Investor ceases to hold any Registrable Securities. This Agreement shall terminate automatically, and the Company
shall have no further obligations hereunder, at such time when no Investor holds Registrable Securities.


 


(b) If
the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable
Securities.


 


(c) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon delivery, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) upon delivery, when sent by electronic mail (provided that the sending party does not receive an automated rejection
notice); or (iv) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 




    	19



     


    




 


If
to the Company:


 


Marrone
Bio Innovations, Inc.





1540
Drew Avenue





Davis,
CA 95618





	Telephone:	530-302-8289
	Facsimile:	530-302-0189
	Attention:	Linda
    V. Moore, General Counsel
	E-mail:	lmoore@marronebio.com


 


With
a copy (for informational purposes only) to:


 


Morrison
& Foerster LLP





425
Market Street





San
Francisco, CA 94105





	Telephone:
    	415-258-6213
	Facsimile:
    	415-276-7201
	Attention:	Alfredo
    B. D. Silva, Esq.
	Email:	ASilva@mofo.com


 


If
to the Transfer Agent:


 


American
Stock Transfer & Trust Company, LLC





6201
15th Avenue





Brooklyn,
NY 11219





	Telephone:	718-921-8337
	Facsimile:
    	718-765-8795
	Attention:	Craig
    Colosso, Relationship Manager
	E-mail:	ccolosso@amstock.com


 


If
to Investors’ Counsel:


 


Schulte
Roth & Zabel LLP





919
Third Avenue





New
York, NY 10022





	Telephone:	(212)
    756-2000
	Facsimile:	(212)
    593-5955
	Attention:	Eleazer
    Klein, Esq.
	Email:
    	eleazer.klein@srz.com


 





If
to an Investor, to its address, facsimile number and/or email address set forth on the Schedule of Investors attached hereto,
with copies to such Investor’s representatives as set forth on the Schedule of Investors, or to such other address, facsimile
number and/or email address to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or e-mail transmission containing the time, date, recipient facsimile number or e-mail address and an image
of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 




    	20



     


    




 


(d) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


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


 


(f) If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(g) This
Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement, the other Transaction
Documents 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.


 




    	21



     


    




 


(h) Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


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


 


(j) This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or electronic mail of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(k) 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.


 


(l) All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the Warrants held by Investors then outstanding
have been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(m) 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.


 


(n) 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.


 


(o) The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision
of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained
herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated herein.


 


*
* * * * *


 


[Signature
Page Follows]


 




    	22



     


    

 


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


 





	 	COMPANY:
	 	 	 
	 	MARRONE BIO INNOVATIONS, Inc.
	 	 	 
	 	By:	/s/
    Pamela G. Marrone
	 	Name:	Pamela
    G. Marrone
	 	Title: 	Chief Executive Officer


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


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


 





	 	INVESTORS:
	 	 	 
	 	OSPRAIE AG SCIENCE LLC
	 	 	 
	 	By:	/s/
    Dwight Anderson
	 	Name:
    	Dwight
    Anderson
	 	Title:	Managing
    Member


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 





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


 





	 	INVESTORS:
	 	 	 
	 	Ardsley Partners Renewable

                                                                                Energy Fund, L.P.

	 	 	 
	 	By:	/s/
    Steve Napoli
	 	Name: 	Steve Napoli
	 	Title:	 Partner


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 





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


 





	 	INVESTORS:
	 	 	 
	 	Van Herk Investments B.V.
	 	 	 
	 	By:	/s/
    E.G.A. Esveld
	 	Name: 	E.G.A. Esveld
	 	Title:	Deputy


 


[Signature
Page to Registration Rights Agreement]


 







    	 



     


    

 


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


 





	 	INVESTORS:
	 	 	 
	 	IVY SCIENCE & TECHNOLOGY FUND,
	 	 	 
	 	By:	Ivy Investment Management Company,

                                                                           its
    investment adviser,

	 	 	 
	 	By:	/s/
    Zachary H. Shafran
	 	Name:	Zachary H. Shafran
	 	Title: 	Senior Vice President


 





	 	WADDELL & REED ADVISORS SCIENCE & TECHNOLOGY FUND,
	 	 	 
	 	By:	Waddell
    & Reed Investment Management
	 	 	Company,
    its investment adviser,
	 	 	 
	 	By:	/s/
    Zachary H. Shafran
	 	Name: 	Zachary H. Shafran
	 	Title: 	Senior Vice President


 





	 	IVY VIP SCIENCE & TECHNOLOGY,
	 	 	 
	 	By:	Ivy Investment Management Company,

                                                                           its
    investment adviser,

	 	 	 
	 	By:	/s/
    Zachary H. Shafran
	 	Name: 	Zachary H. Shafran
	 	Title: 	Senior Vice President


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


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


 





	 	INVESTORS:
	 	 	 
	 	GORDON
    SNYDER,
    as Administrative Agent
	 	 	 
	 	By:	/s/
    Gordon Snyder
	 	Name: 	Gordon Snyder
	 	Title:
    	Administrative Agent


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


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


 





	 	INVESTORS:
	 	 	 
	 	NATIONAL
                                         SECURITIES CORPORATION,
                                         

                                                                                as Placement Agent

	 	 	 
	 	By:	/s/
    Jonathan Rich
	 	Name: 	Jonathan Rich
	 	Title:	 EVP – Head of Investment Banking


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 





SCHEDULE
OF INVESTORS


 


	 

        

        Investor
	 	Investor
    Address

    and Facsimile Number	 	Investor’s
    Representative’s Address 

    and Facsimile Number
	 	 	 	 	 
	Ospraie
        Ag Science LLC

        

        
	 	c/o
Ospraie Management LLC

        

        437
        Madison Avenue, 28th Floor

        

        New
        York, NY 10022

        

        Attention:
        Dwight Anderson

        

        Telephone:
        (212) 602-5000

        

        Email:
        dwighta@ospraie.com
	 	Schulte
Roth & Zabel LLP

        

        919
        Third Avenue

        

        New
        York, NY 10022

        

        Attention:
        Eleazer Klein, Esq.

        

        Facsimile:
        (212) 593-5955

        

        Telephone:
        (212) 756-2000

        

        Email:
        eleazer.klein@srz.com

         

        

        

        and

        

        

         

        ParkRiver
        Fund Solutions

        

        437
        Madison Avenue, 28th Floor

        

        New
        York, NY 10022

        

        Attention:
        Scott Baglio

        

        Telephone:
        (212) 602-5002

        

        Email:
        sbaglio@parkriverfs.com

        

         

	Ardsley
    Partners Renewable Energy Fund, L.P. 	 	Ardsley
Partners Renewable Energy Fund, L.P.

        

        262
        Harbor Drive, 4th Floor

        

        Stamford,
        CT 06902

        

        Attention:
        Steve Napoli

        

        Facsimile:
        (203) 355-0715

        

        Telephone:
        (203) 564-4230

        

        Email:
        steve@ardsley.com
	 	Tannenbaum
Helpern Syracuse & Hirschtritt LLP

        

        900
        Third Avenue

        

        New
        York, NY 10022

        

        Attention:
        Wayne H. Davis

        

        Tel:
        (212) 508-6705

        

        Fax:
        (646) 390-6971

        

        Email:
        davis@thsh.com

         

	Van
    Herk Investments B.V.	 	c/o
Van Herk Investments B.V.

        

        Lichtenauerlaan
        30, 3062ME Rotterdam,

        

        The
        Netherlands

        

        Attention:
        E.G.A. Esveld

        

        Telephone:
        +31 (0)10 241 1555

        

        Email:
        e.esveld@vanherkgroep.nl

         
	 	

        N/A

	

        Ivy
        Science & Technology Fund; Waddell & Reed Advisors Science & Technology Fund;

        

        Ivy
        VIP Science & Technology
	 	c/o
Ivy Investment Management Company

        Waddell
& Reed Investment Management Company

        

        6300
        Lamar Avenue

        

        Overland
        Park, KS 66202

        

        Attention:
        Zachary H. Shafran,

        

        Senior
        Vice President

        

        Facsimile:
        (913) 236-1781

        

        Telephone:
        (913) 236-1842

        

        Email:
        zshafran@waddell.com

         
	 	Kimberly
A. Wingate

        Waddell
& Reed Financial, Inc.

        6320
Lamar Avenue, Suite 110 Overland Park, KS 66202

        Telephone:
(913) 236-2672

        Email:
kwingate@waddell.com

	

        Gordon
        Snyder, as Administrative Agent
	 	

        Gordon
        Snyder

        

        28
        Middle Street, Suite 100

        

        Keene,
        NH 03431

        

        Telephone:
        (603) 721-9500

        

        Email:
        gordonsnyder@pobox.com

         
	 	

        Barrie
        Cowan

        595 Laidley Street

        San
Francisco, CA 94131

        Telephone:
(415) 244-9095

        Email:
(415) 358-9710

	

        National
Securities Corporation
	 	

        National
        Securities Corporation

        

        200
        Vesey Street, 25th Floor

        

        New
        York, NY 10281

        

        Telephone:
        212-380-2819

        

        Facsimile:
        212-380-2828

        

        Attention:
        Jonathan Rich, EVP – Head of Investment Banking

        

        Email:
        jrich@nationalsecuritiesib.com
	 	

        N/A



 







    	 



     


    

 





EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 





American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Telephone:
718-921-8337


Facsimile:
718-765-8795


Attention:
Craig Colosso, Relationship Manager


E-mail:
ccolosso@amstock.com


 


Re: Marrone
Bio Innovations, Inc.


 


Ladies
and Gentlemen:


 


[We
are][I am] counsel to Marrone Bio Innovations, Inc., a Delaware corporation (the “Company”), and have represented
the Company in connection with that certain Registration Rights Agreement, dated as of December 15, 2017 (the “Registration
Rights Agreement”), entered into by and among the Company and the persons named therein (collectively, the “Holders”)
pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in
the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 201_, the Company filed a Registration
Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling
stockholder thereunder.


 


In
connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that
the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS] and to [our][my] knowledge, based on a review of the Stop Orders page of the
SEC’s website, there has not been issued any stop order suspending its effectiveness nor have there been any proceedings
for that purpose instituted nor are any such proceedings pending before or threatened by, the SEC and the Registrable Securities
are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This
letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant
to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance
of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated
____________, 2018.


 


	 	Very
    truly yours,
	 	 
	 	[ISSUER’S
    COUNSEL]
	 	 
	 	By:_____________________


 




    	A-1



     


    

 


CC: [LIST
NAMES OF HOLDERS]


 




    	A-2



     


    

 


EXHIBIT
B


 


SELLING
STOCKHOLDERS


 


The
common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable
to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares
of common stock and warrants, see “Private Placement of Common Shares and Warrants” above. We are registering the
shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for
the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship
with us within the past three years.


 


The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock
by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling
stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the
warrants held by the selling stockholders on that date, without regard to any limitations on exercises.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling stockholders.


 


In
accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the
resale of at least the sum of (i) the maximum number of shares of common stock issued and (ii) the maximum number of shares of
common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full
as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of
the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration
right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all
of the shares offered by the selling stockholders pursuant to this prospectus.


 




    	Annex I-1



     


    

 


	

    

    

    Name of Selling Stockholder	Number
    of shares of Common Stock Owned Prior to Offering	Maximum
    Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number
    of shares of Common Stock Owned After Offering
	 

                                                                              Ospraie
        Ag Science LLC

         

        Ardsley
        Partners Renewable Energy Fund, L.P. 

         

        Van
        Herk Investments B.V.

         

        Ivy
        Science & Technology Fund; Waddell & Reed Advisors Science & Technology Fund; Ivy VIP Science & Technology

         

        Gordon
        Snyder

         

        National
        Securities Corporation
	 	 	 


 




    	Annex I-2



     


    

 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of common stock previously issued and upon exercise of the warrants to permit the resale of these shares
of common stock by the holders thereof and holders of the shares of common stock warrants from time to time after the date of
this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The
selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,


 


	●	 	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	●	 	in
    the over-the-counter market;
	 	 	 
	●	 	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	●	 	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	●	 	ordinary
    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;
	 	 	 
	●	 	short
    sales;
	 	 	 
	●	 	sales
    pursuant to Rule 144;
	 	 	 
	●	 	broker-dealers
    may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	●	 	a
    combination of any such methods of sale; and
	 	 	 
	●	 	any
    other method permitted pursuant to applicable law.


 




    	Annex I-3



     


    

 





If
the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also
sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.


 


The
selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders
to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling
stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


The
selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.


 


Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 




    	Annex I-4



     


    




 


There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated
to be $______ in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting
discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities
under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled
to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in
this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.


 




    	Annex I-5